United as One 3: Wrath of Generator 10
by ZEVLAG
Summary: THIRD STORY: When an alternate world is threaten, Ben and Rex must unite as one to travel to this world and defeat the likes of an ultimate enemy that even they haven't faced... themselves. WARNING: includes some death and intense violence. Special guest Matthew from the Hybrid series included.
1. The Two

**Welcome**** everyone! And if you ahve read my stories before, welcome back!**

**Due to amazing reviews and hits on my United as One stories and Hybrid, i have created a third! (and possibly then final)**

**If you haven't read UaO & UaO 2, i strongly suggest you read them (and the Hybrid stories)**

**Also, this is a special story as well, because it has been a year since i posted UaO**

**Anyway, enough about me! Here is United as One 3: Wrath of Generator 10**

In an abandon zoo, electricity was being shot out from the reptile dome and machinery was being heard. Inside, Dr. Animo was flipping switches and feeding his mutated raptor a piece of meat. He looked at his helmet that was being charged with power and then looked at the dinosaur bones all around the room, grinning.

Meanwhile, Gwen and Kevin were both chained up and dangling from the ceiling, over a pool pond of acid. "I'm getting really tired of this," Kevin said, still struggling to get out.

"You're telling me," Gwen said.

Animo laughed, "Not to worry, you weaklings," Animo looked up at the two, "In only a few moments, I will finally be able to recreate my plan by sending the world back to the dinosaur age!"

Gwen scoffed, "And you think this plan is going to work again how?" Gwen then heard large wings flapping over her and Kevin. She looked up and saw a pterodactyl standing on a tree and screeching t the two.

Animo snapped his fingers and four more raptors came to his side, hissing and roaring. "Because," Animo began, "Now that I have his friends a dish on the menu," the raptors looked at Gwen and Kevin, "Tennyson will have no choice, but to surrender." The raptors turned their heads towards the door and began to snap their teeth while the pterodactyl screeched. "Ah," Animo chuckled, "Right on time Tennyson!" He then heard Kevin chuckle, "What's so funny?"

Suddenly, a giant ball of concrete flew by and slammed the pterodactyl into a wall, "Two things Animo," shouted a voice. Animo saw a figure with giant turbines from his back flying towards Kevin and Gwen. "One: I'm on time," Animo saw that he was looking at a boy in a red jacket. "And two: the name's Rex," he said creating his giant fists, or Smack Hands. He looked at Kevin and Gwen, "Glad to see me?"

"Dude," Kevin said, "Where have you been? We gave you the right coordinates!"

Rex grabbed the rope and un-tied them, "Hey, I'm sorry if I'm still trying to learn where everything in this world is at." He grabbed them both and placed them on the ground. "Besides, I bet Ben is having the same problem."

"Tennyson or not," Animo said, "You are no match for the great mind of Dr. Animo!" He looked at the raptors, "Feast my darlings!" The raptors roared and charged at Rex.

Rex created his Smack Hands and punched two raptors away from him, while the other three bit deep into them. Rex tried to shake them off, but they still held on. "Get off!" Rex shouted, making his hands spin. As the raptors flew off, the pterodactyl flew down and grabbed Rex with its claws.

Rex created his Punk Busters and jumped up to the ceiling, ramming the giant dinosaur into it. When jumped came back down, a raptor jumped onto his back and began to tear his jacket. As Rex was stuck on the ground, he saw another raptor coming towards him.

Suddenly, he saw Kevin, coated in metal, grabbed the raptor's tail and threw it aside. Meanwhile, Gwen wrapped the raptor on Rex's back and pulled it off, "Thanks," Rex told her getting up. He looked at Animo, who was strapping on his helmet. "So that's the crazy Dr. Animo that you guys have been fighting?" He created his Battle Axes, "Doesn't seem like much."

"Don't underestimate him," Gwen told him, "He may be crazy, bit as long as that helmet is still together, he is unstopped."

"Yes," Animo said, hoping on his pterodactyl, "And soon I'll be the new ruler of the soon-to-be prehistoric world!" He pressed a button on his helmet, shooting a red laser at the gang.

On his right hand, Rex created a block party and deflected the laser. Rex ran towards Animo, but three raptors cam towards him, snapping their teeth. Rex blocked them and swung his axe at them, slamming them toward a wall. Suddenly, another raptor at his side jumped on him, pulling at his jacket.

Suddenly, Kevin grabbed the raptor's tail and threw him to the ground. He helped Rex up, "I wonder if Ben is have difficult time as you are."

Rex shock his head, "Naw. He's dealing with a certain bouty hunter. He shouldn't be as hard as this guy!" With that, Rex flew towards the pterodactyl that Animo was on. Animo fired his laser again, but Rex blocked it with his shield. He swung his axe at Animo, but the flying dinosaur avoided the axe.

"You are no match for my genius mind, boy!" Animo laughed as the pterodactyl pecked at Rex's axe. As the axe fell apart, Rex yelled in pain.

"Getting real tired of you and your overgrown bird, doc!" Rex created his Blaster Caster and slapped Animo's helmet with it…

* * *

Six and Bobo hid behind a truck, avoiding the laser fire that Hunter Cain had shot from his new weapon. They were both out of breath and out of options. "This isn't going so well," Bobo said, reloading his blasters.

Cain's laugh was heard; Six looked and saw Cain holding an arm cannon in each hand with wires wrapped around his arms. "Where are you freaks?" Cain yelled, "Doesn't matter. There's only one freak that I want: Rex."

"I don't understand how Cain managed to break out of Providence and steal one of their weapons," Six asked, listening to Cain shooting on the streets.

"Looks like Black Knight's doing a real crummy job."

Six sighed, "Where is he?"

Suddenly, Six and Bobo saw a red creature fly pass them a shoot a green laser at Cain; he wasn't phased. The two then saw that it was a ray-like creature that had then slammed Cain into the ground. The ray-like creature landed by Six and Bobo and was surrounded by a green flash.

In the creautre's place was a teenage boy with a green jacket and a strange watch on his wrist. "Nice to see you Ben," Six said, "even if you are late."

Ben shrugged, "Sorry, I was taking care of some important business. Do you guys know your smoothies in this world aren't as good as the ones in mine?"

"You do know that I want to hit you right now?" Bobo told him.

"Not to worry," Ben looked at the aliens on his Ultimatrix, "Ben 10 at your service." Ben slammed the dial down and a green flash surrounded him. "Cannonbolt!" shouted the ball-like alien. He went out onto the streets, "Looking for me, you hockey player?" he asked Cain, mocking his mask.

"You're not Rex," Cain scowled, "Just another EVO freak." He charged up his cannons, "Still, with my new toys, I'll wipe you guys clean of the earth!" As Cain fired at Ben, Ben rolled intoa ball and avoided the fire and circled Cain.

Just as Ben rolled towards Cain, Cain fired his laser at Ben. Cannonbolt continued to roll towards cain, but was being slowed down by the lasers. Cannonbolt had finally reached Cain, but the hunter used his arm cannons to punch Ben into a building. "Come on EVO!" Cain laughed, "You're not as nearly as fun as Rex!"

Ben shook his head, "Looks like I'm going to need some speed in this fight," he slammed down his Ultimatrix. "XLR8!" shouted the new alien. As Cain fired his lasers, Ben got up and avoided the laser in a split second. Gaining speed, Ben began to run circles around Cain, mocking him.

Finally, Ben began to punch Cain at random moments, making his stumble. However, Cain was able to take every hit and maintain his balance. Cain stood still and turned around, punching Ben as he was about to hit him.

As Ben hit the ground, Cain fired his laser at his, but XLR8 moved in time. "Hold still you shape-shifting little monster!"

XLR8 ran back to Six and Bobo, who were still hiding. "This guy's as bad as Sevenseven."

"Ben, are you there?" asked a woman's voice in Ben's new earpiece. "You need to be careful of those arm cannons. They'll slice you to ribbons with one hit

"We can't do anything as long as those guns are still in good shape," Six said as he saw Cain looked for Ben.

"Hmm," XLR8 wondered, "Cain likes his toy? Well I know the guy to break it," Ben slammed down the Ultimatrix dial and changed into a new alien. "Jury Rigg!" shouted the small red-skin elf-like alien. He hopped on the bus, looking at Cain. "Break, break, break," Ben repeated, "Break, break!"

Cain pointed the cannons at Ben and fired. However, Jury Rigg avoided the laser, hopping off of the bus and onto Cain's arm cannons. "Get off!" Cain shouted, firing the cannon repeatedly.

Jury Rigg kept a strong grip on the cannons as Cain waved them around. Ben pulled on the metal, ripping it off, piece by piece. "Break, break, break! Break, break, break!" Ben continued to tear apart the cannons.

"Man," Bobo laughed, putting up his blasters, "I like this little guy."

"No!" Cain shouted as his weapons began to shoot sparks and smoke up. As Ben pulled out more wires, Cain finally pulled off the cannons and pulled out a small hand gun.

He pointed the gun towards Ben, but Six threw his katana at the gun, knocking it out of Cain's hand. He stepped back, but Six was already buy Cain's side, hold his sword towards him.

"Nice one Ben," Six told Jury Rigg as he continued to smash the arm cannon. "You can stop now."

Ben Looked at Six and changed back to his human form. "Nice to finally put Jury Rigg into some good use." He clicked on his earpiece , "Holiday, we got him."

"Good. White has already contacted Black Knight and their team is on the way."

"Which means we should get the heck outta' here," Bobo said, putting some cuffs on Cain's limbs.

"Yeah," Ben grinned, "Six, where's the Null Void Projector. We gotta get back to my world before-."

Suddenly, a purple portal open in front of Six, Bobo, and Ben, swirling and sparking. Rex, Kevin, and Gwen walked through, looking as if they had been attacked by animals. "Time!" Rex shouted in victory.

"Aw man!" Ben groaned. "Are you serious?"

"Yep," Gwen said smiling, "Rex defeated Animo, faster than you defeated that Cain guy."

"But did you call-?"

"The Plumbers?" Kevin finished, "Already done."

"That Animo guy was no big deal," Rex told Six, "Sute he had some giant reptiles, but nothing that I can't handle." He looked at Ben, "Well?"

Ben sighed, "Fine, you win. But next time will be deferent!"

"Whatever you say," Rex laughed, "You're still buying lunch."

**Hope you peeps enjoyed this intro!**

**I do have college classes, so chapter will be slowly coming but i will update as much as i can.**

**I haven't seen Omniverse, but if there are some aliens in there that you would like for me to use, just let me know.**

**As always, review and see all of you soon.**


	2. Collide

**Sorry about the slow update!**

**Hope you guys will still enjoy the story!**

**Anyhoo, chapter two**

At the Mr. Smoothie, Rex, Bobo, Ben, Gwen, and Kevin were all having lunch as the usually do every week. Ben and Rex would meet each other in their worlds and make a bet on who could bet whose bad guy faster. It was a misuse of the Null Void Projectors they had made, but they didn't care.

Ben burped, finishing his second smoothie, "So how long do you guys think we can do this?"

"Not sure," Kevin answered, "Probably until one of the projectors break."

"Or until Azmuth finds out," Gwen said taking a bite out of her burger.

"I'm pretty sure Azmuth knows already," Ben suggested. "He'll probably come someday and say, 'Ben Tennyson, you foolish boy! Do you know that you are causing disturbance in the cosmos!' You know, the basic stuff."

"Guy sounds like a real pain," Bobo mentioned. "Almost as bad as White Knight."

Rex was about to grab his soda, until he saw Bobo drinking it. "Relax," Rex told them, "It's not like we're doing anything wrong." He stylishly fix the collar of his jacket, "We're heroes; It's our job."

"Try telling that to Azmuth," Ben muttered. "So by the looks of things in your world, Black Knight is still leader?"

"Yep, but the world loves her and New Providence."

"Don't you think it's weird that your brother is working for her?" Gwen asked.

Rex thought about the question. He didn't want the others to know how sad he was that his only family member has working with the enemy. "It's a little weird, but he keeps us informed about what she's planning at most times." He crossed his arms, "Who knows what she's really planning."

Ben grinned, "Well if it's something big and bad, you'll have me and my watch."

"So that watch can change you into aliens," Bobo said, scratching the flea he had on his arm off, "but it can't tell time?"

"Come to think of it," Kevin said, "I don't think I've ever seen a clock on that thing either."

"Wait," Ben said looking at his Ultimatrix, I'm pretty sure it has a…" Ben began to trail off, realizing that the most powerful watch into the universe couldn't tell time. "Huh," Ben said, "What do you know?"

"Speaking of time," said a voice that spooked the team. Every looked at the end of their table and saw a man wearing white lab coat was stand by. "Hello children and primate."

"Paradox," Rex greeted, "Haven't seen you in a while. Not since my going EVO event." Rex then had a flashback to when he had fought Ben's Way Big form being controlled by Enoch and Gatlocke.

"Likewise. And Benjamin, good see you, too. Gwen, Kevin, Bobo; always a pleasure. I see all of you are continuing to have your two world work together."

"Something like that," Ben said, remembering the completions that he and Rex have with beating their enemies. "So how are you? Keeping the time stream and universes in balance?"

"Of course, or at least trying to," he frowned, "One is more difficult than the rest." He shook his head and looked at the group, "To be honest, I'm here for you two," he pointed Ben and Rex,

Shocked, the two looked at each other. "Us?" Ben blurted out, "What for?" Rex noticed that Ben had sounded worried.

Paradox laughed, "I just need a moment of your time that is all."

"So it involves me too?" Rex asked.

"Indeed."

"Hold on there, old man," Bobo said standing on the table. He faced Paradox, "You may be a time travel, but White and Six told me to keep an eye on him."

"Bobo," Rex said, "it's okay. I'll take the blame."

Bobo sighed, "Good. I'm getting tired of being your babysitter."

"How long will they be gone?" Gwen asked.

"Oh," Paradox said, "No very long, perhaps an hour." Ben saw him looking at his pocket watch. "We must hurry," he said, sounding a little worried.

Rex looked at Bobo, "Make sure to tell the guys that I'll be fine," Rex told Bobo. With that, Ben, Rex and Paradox had all disappeared.

* * *

"Whoa!" Ben heard Rex shout. Ben saw that Paradox had brought them to an area in space, where they were above a galaxy; they were all standing as if they were on an invisible platform. Ben was nervous, but not as nervous as Rex who was experience this for the first time. "Where are we?" Rex asked, trying to keep his balance.

"Relax," Ben told Rex.

"Relax? We're in the middle of space! And how are we even breathing? Hey, Para—," Rex stopped. Ben looked towards Paradox's direction and saw that he was looking out into the stars in deep thoughts. Ben had never seen Paradox like this before; he seemed disturbed. "Paradox?"

Paradox twitched and turned to them. "Now time tell you two why we are here." Ben and Rex looked at each other and then back at Paradox, "Your help is needed … desperately."

Rex grinned, "We're heroes. Our help is always needed."

"Not like this," Paradox said firmly. "Many lives are at stake right now."

Ben stepped forward, "What going on?"

Paradox looked at Rex, "Rex, like Ben, you must understand that many alternate universes exist."

Rex shrugged, "Sure. There's my universe and Ben's."

"True and there are other countless universes like yours."

Rex looked at Ben confused. "Give him a moment," Ben told him.

"So you're saying that there are others universe like mine?" Rex asked.

Paradox nodded, "Yes, but all very different. One where you actually joined Van Kliess' pack, another where you were still under Black Knight's control, and even one where the Nanite Event never happened."

"So why are you telling us this?" Ben asked, finally curious to see where Paradox was going with this.

Paradox paced around them, "Just as you and Rex have teamed up, so have the alternate Ben and Rex's worlds have united." He turned to them, "One's where you two have become archenemies, one where you two switch powers and another where you two had defeated the Alpha."

Ben was confused when Paradox had mention Alpha; Rex was, too. "And again, why are you telling us all this?"

Paradox stood still. "Come on old man!" Rex shouted, "Just tells us what's going on?"

"Very well," Paradox inhaled, "There is a universe that needs your help. One where both its Ben and Rex could not even save."

* * *

Rex jumped a little when Paradox had told him and ben the news. He was use to saving people, and even and entire city. But he was going to have to save an alternate universe? "What exactly does this universe need saving from?" Rex asked. And what was so dangerous that not even their alternate selfs couldn't save?

Paradox shook his head, "I can't say too much about that." Rex sighed, getting tired of the old man's rules that he has. "Because of this vile man, many people are suffering. That is, if they were lucky."

"So why only us? If this a big threat, shouldn't we have other Bens and Rexs helping us out?"

"Alternate universe are like recipes for food," Paradox explained, "There are certain things that can be mixed in with the food to make it normal… or better. Add a wrong ingredient and that will do some damageto other universes."

Rex chuckled, "So out of every one, we're the special ingredients?"

"In a way, yes."

Ben cleared his voice, "So what can you tell us about this universe we're about to go to?"

"Only that it takes place five years after the day you and Rex here met for the first time."

"Five years?" Ben said shocked, "It's been in trouble for that long?"

Paradox nodded, "And it is getting worse."

Rex swallowed, but grinned, "Then what are we waiting for? Let's go."

Paradox chuckled, "Very well. But I warn you two, this is nothing like you have ever faced." With that, he pulled out his pocket watch and a blue flash surrounded them.

* * *

When Ben opened his eyes, he saw that Rex was frozen where he was standing, with a face that looked as if he had seen death. Ben turned from him and saw what it was. The sky was as red as blood, with clouds of black smoke almost blocking out the sun.

He looked around and that the three of them were on top of a building that towered over a city that was in ruins. Cars were either destroyed or crashed into buildings, and, what looked like Plumber vehicles, were stripped down to their skeletons. To Ben, it had all looked like something off of his video games: the countries-at-war kind.

"So whose world is this?" Ben asked nervously, "Rex's or mines?" He looked at Paradox and Rex did the same.

Paradox blinked as he looked out into the destroyed city, "Both," he replied.

"What?" The two heroes shouted.

"This is both your worlds collided by force."

"By what? How?" Rex asked.

"I can't say. You two will have to find out yourselves." They both sighed. "Go out into this world. Find the place known as Sanctuary. There, the leader will tell you everything." He looked at his pocket watch, "Good luck to the both of you." And with that, the professor had disappeared.

Ben looked at Rex, "What did we get ourselves into?"

Rex grinned, "What? You scared?"

"No," Ben lied, "Just wondering how all of this happened."

Rex put his hands behind his head, thinking. "Yeah, me too." Silence. "Well," Rex created his Rex Board; Ben was happy that he already knew what Rex's creations were called, "We're not gonna find out just standing here."

Ben nodded with a grin, "Right," he turned the dial on his Ultimatrix and slammed it down. A green flash surrounded Ben, replacing his for with a blue moth-like alien. "Big Chill!" Ben cried out. "Let's get going." The two heroes flew off the building and into the heart of the city.

**Hope you peeps are still enjoying the story.**

**Keep calm and wait for updates.**

**Next time= Ben and Rex meet Kevin and his blah blah blah.**

**And as always: Ask and Review!**


	3. A Whole New World

**Just wanna say welcome back everyone!**

**I'm sorry about the slow updates. I've been dealing with some family, personal, and school problems  
**

**But praise God that everything is now okay!  
**

**Anyhoo, where's chapter three...  
**

"I say it's Vilgax," Ben told Rex, gliding through the ruin city in his Big Chill form. He and Rex continued to roam they city, finding any sign of life. Every now and then, they would find a few rats scavenging through trash.

It was confusing for Ben to figure out where exactly they were at. The area they were in looked like Bellwood, but it was changes to it. Almost like Rex's "Bellwood" was fused withit.

"Vilgax? That squid-head bad guy of yours?" Rex asked, yelling over the sound of his Rex Ride. "Naw. I say this was Van Kleiss. Only he would want the Nanites to spread like this into your world." Ben looked around and saw that some of the rats were mutated into EVOs. He was a little nevous to find out what this other universe had inside it. He wondered if the Ben and Rex here were captured… or worse.

Big Chill sighed, "Let's take a break." Rex nodded and they both stopped near a burnt down gas staion. Ben turned back to his human form, sitting on a piece of rock. "What else could it be?" he wondered, looking around the streets. "I wanna say an explosion happened."

Rex looked at him, "Doubt it," Rex told him, "Look at the buildings. They have giant gashes and bullet holes in them." Ben had finally noticed what Rex pointed out. The ground was cover with gun shells and Plumber weapons. "We are standing on a battle ground."

"Wow," Ben gulped, "Question is, what were these guys fighting?"

"You scared," Rex mocked.

Ben scowled at him, "No way! I faced scarier things before. A werewolf, a mummy, a ghost…"

"Big deal! The EVOs are way more scarier than aliens. Including yours."

"Hey, don't bad mouth my aliens! We've been through…" Ben stopped when he saw something move in the building behind Rex; a red dot appeared on him. "Rex! Get down!"

* * *

Rex hesitated, but did as Ben told him to do. A green laser fired from the building and towards the two. Rex quickly created his Block Party and shielded both him and Ben. "Did you see where it came from?" Rex asked him, blocking the laser fire.

"Yeah," Ben said, picking out an alien, "Second window!" he slammed down the Ultimatrix's dial. A green flashed appeared and a new alien that cried "Chromestone!" replaced Ben. "Move, now!" Ben said.

Rex moved his shield, letting Ben stepping in front. Rex saw the alien absorbed every laser and fired it back to the unknown attacker. As smoke covered the window, Rex created his Big Fat Sword, standing by Ben. "Looks like we're about to get some answers."

Suddenly, a figure emerged from the smoke, roaring and charging at Rex. He used his sword to block, but the creature pushed him to the ground. Rex struggled to move the thing, but then he finally saw that it was a wolf-like EVO that was covered with bandages. "Biowulf?" Rex exclaimed.

"Poor choice," Biowulf growled, "being vulnerable out here!" He lifted his claw, but Rex saw Chromestone grabbed his arm, throwing him aside.

"What did I tell you?" Rex told Ben as he got up, "Van Kleiss is all over this." He looked at Biowulf, "Specking of which, where is he and the rest of the Pack?"

"And what did you do to the other us?" Ben asked.

"You're mind tricks won't work on me!" Biowuulf growled. "You two will pay for-!"

Ben saw two tanks coming down the street, along with a platoon of Plumbers at the sides. Ben smirked, "Ha, get ready Rex. This is gonna be an easy fight." Turned back into his human form, "Guys, it's okay. Another Ben and Rex are here-," Ben stopped when he saw the Plumbers came to a halt and aimed their guns at them. "Whoa, wait!" The Plumbers fired at the three.

As Ben took cover, he saw Rex create his Block Party, surrounding him with the blue energy shield. He then saw Biowulf safely heading towards the Plumbers. "No way!" Ben yelled. "Rex, Biowulf's with the Plumbers!"

"So the Plumbers are the bad guys here?" Rex asked, struggling to keep his shield up.

Ben looked at his alien options and slammed down the dial. "Fourarms!" he yelled. Using his four, red arms, Ben grabbed two broken down vans and threw them at the Plumbers. Quickly, he ran towards Rex, "We need to let them know that we are can help them out!"

"But why are the shooting at us?" Rex yelled at him.

* * *

"I don't know-!" Ben was then pushed out of the way by Rex. As his body hit the ground, he saw a missile pass by his head. Ben heard an explosion behind were the missile had hit, causing dirt to fall on their heads. Ben got up and saw Rex create his arm cannon and fire at the tanks. "What are you doing?"

"What? They shot at us first!" He shot another round at them. "Beside, I'm only hitting the cannon parts!" The two then took cover when the Plumbers on foot came closer, firing their weapons. "You handle those guys! I got the tanks!"

"Oh sure," Fourarms said, "You get the easy job!" Grabbing two car doors to shield him, Ben ran towards the Plumbers. Taking the laser fire, he roared and knocked the Plumbers down. Before he could do anything, he felt at least five guys jumping on his back, pounding him with some kind of weird gloves.

Tossing and turning, Fourarms threw the Plumbers off, but grabbed one. He looked at him, "What are you guys doing? We're here to help you!"

"No one is falling for your lies!" The Plumber head-butted him, but Ben tossed him aside. Coming out from his daze, he saw a group of Plumbers taking aim. Slamming his Ulitmatrix, Ben quickly switched aliens. "Goop!" he cried out, using his slimy body to snare the group and knocking their bodies together.

"Just one more," Rex said, aiming at the last cannon on the tank. Before he could fire, he felt someone punch him in the ribs from behind. Knocking the air out of him, the person grabbed Rex from his jacket and threw him against a wall. As Rex finally got ahold of what was happening, he took a look at the attacker: he had long black air, a dirty face with tiny scars and cuts, a small black beard that was scruffy looking, and a built body that was suited in Providence armor. He was holding a Providence-tech gun to his chest, with an arm that was coated with gold metal. Finally, Rex saw who it was, "Kevin?"

The twenty-something year old Kevin scoffed, "Surprise you remembered my name," he cocked his gun, "traitor." Suddenly, Kevin was knocked out of the way by green slime. He turned and saw that it was Ben in his Goop form.

* * *

"You okay?" Goop asked Rex.

"No," he answered, holding his side, "You're not gonna believe this…" The two turned around and saw that more Plumbers were emerging from the streets, holing a line and aiming.

"Fire on my command," Kevin said to the Plumbers, rubbing his golden arm. "It's just our lucky day boys."

"Kevin?" Ben asked, stunned by this world's Kevin. "Is that you?" He reverted back to his human form.

"Will you two stop playing mind games? You sick freaks!"

"But Kevin!" Rex yelled him, "It's us!"

Kevin glared at them both. Rex saw that his eyes were full of hate for them. "I know," he said. He give a single and the Plumbers charged their guns.

"Wait!" cried out a woman's voice. Rex, Ben, and Kevin turned and saw that Biowulf was escorting a woman who had short hair, a black coat on, and an eye patch over her right eye. Immediately, Rex saw it was Holiday.

"Holiday?" Ben heard Rex ask the woman. "Is that you?"

"Rebecca," Kevin said, "What are you doing? We have them finally!"

"Easy Kevin," Holiday said, "Why would they be separated?" _Separated, _Ben wonder. Holiday's eyes shifted to him. She pulled out a syringe with dark red liquid. "This is a bio-weapon made for someone like him," she pointed it towards Rex. "Answer my question correctly, or this stuff will go into his bloodstream and force his Nanites to eat him from the inside-out."

"What?" Rex gasped.

Ben wanted to activate his Ultimatrix, but he saw Biowulf emerging behind her, growling at Ben with his red eyes. Holiday cleared her throat, "Who are you?"

"Ben Tennyson," he said nervously, "And that's Rex Salazar. We're here to help. Paradox sent us." Ben never thought he'd felt his knees shake so much. He saw everyone shaking too, just by looking at him and Rex.

Holiday looked at Kevin, who seemed to be confused. "It isn't them," she told him.

"Paradox brought them?" Kevin scoffed, "About time that old man broke some of his dumb rules."

She looked at Rex and grinned, "You can stop crying now." She threw the syringe on the ground, spilling the liquid everywhere. "It's just fruit punch."

* * *

Rex fell to his knees, groaning. "You were bluffing? Why would you do that?"

"And _he _would never fall for a bluff," Biowulf told them.

"Who is he?" Rex asked, "And why did you attack?"

Ben stepped in, "And where is Gwen? And why is robo-wolf helping you."

Kevin gave a signal and the soldiers lowered their weapons, "I was wondering why you guys looked so young. I guess it explains why they're fighting-styles was childish."

Holiday activated something on her wrist, "False alarm: we're heading back to HQ," she spoke into the device. She then looked at both Ben and Rex, "And we're bringing some guests."

"Where are we going?" Rex asked as he saw one of the tanks drive towards them. Kevin and Holiday walked off, ignoring Rex's question.

"They're good, but keeps all eyes on them," Kevin told an agent; he nodded and went into the tank.

"Come on," Rex almost yelled, "We're in some freaked-out world and you guys almost attacked us. We at least get to know where you're taking us."

Holiday looked at Kevin, who gave her an accepting nod. She looked at the heroes, "We're taking you to Sanctuary."

**Hope you guys enjoyed this chapter. If not, sorry, but I promise it will get better.**

**I'm done with my college classes for this semester so i will be working on this more.  
**

**As always, leave any questions or reviews.  
**

**Peace out!  
**


	4. Sanctuary

**Just wanna say welcome back!**

**Hope you guys are enjoying the story and here's the next chapter!**

Inside the tank, Ben sat next to Rex with Kevin sitting in front of them. He never took his eyes off of them from the second they stepped in the tank. Ben's bobbled as the tank ran over junk that was in the street. He heard the driver talking to someone on the radio about them heading to Sanctuary.

Kevin cleared his throat, "We informed everyone about your arrivals," he took out a cloth and began to polish his golden right arm.

Finally, Ben spoke, "So Kevin…," he hesitated, "Um… is Gwen okay? Julie? Grandpa Max?"

"Maybe," Kevin exhaled, "We should wait for that a back at Sanctuary."

"What about Six?" Ben saw Rex stepping in the conversation, "Where is he? And Bobo and Circe-?"

"I said…," Kevin yelled, making Ben jump, "…we wait till we should get to Sanctuary." Ben looked behind his back, staring out the small tinted-window. He saw that the past a Mr. Smoothy sign was broken in half. They were deeper into the city… or what was left of it…

"So what's with the gold?" Rex asked Kevin, "Reminds me of Van Creep. But-."

Quickly, Kevin's gold-covered arm turned into a blade that was pointed to Rex's neck. "Don't you dare talk about Van Kleiss like that," he hissed at him, "_Ever_."

Rex gulped, watching Kevin bring back his arm. Ben had never seen Kevin like this. What did this world do to his and Rex's friends? Who did this?

Rex felt the tank come to a stop. As the driver talked into his headset, a thump was heard on top of the tank. The hatch opened and Biowulf looked inside. "We're here," he growled at Kevin.

Kevin nodded, "Good." He got up and took his weapon from underneath his seat. "Let's go," he told Rex and Ben.

Rex got out of the tank and stood on the top he looked around and saw that they had stopped in a part of the city that was still in good condition. From pople, to aliens, and some EVOs, the streets were full of them.

"Wow," Ben said, stepping out from the tank. "Finally, a place that looks good."

"Tell me about," Rex answered. He saw a man and his daughter looking at him and Ben. The daughter looked scared, while her dad was hurrying her up. "Why are they scared of us?"

"It's a habit," Kevin said, jumping off the tank; Rex and Ben did the same. "Welcome to Sanctuary. We've managed to keep this place hiding from the enemy." He pointed to a tower that was at the corner of the city. Rex then saw that three others were at the other corners. "Look familiar Ben?"

"Yeah," Ben said, "They're the same things that the Highbreeds used to cloak that jump gate of theirs." Rex remembered that story; according to Ben, no one knew about till Ben, Gwen and Kevin stepped in.

"Thanks to them," Holiday said, coming from the other tank, "We managed to make these towers. With them, we are completely invisible to anything. We're still work on some for Javelin. So far, it's hiding u der ground."

"Javelin?" Rex asked.

"Another base that we have. There's Javelin, where we plan attacks, keep weapons and train soldiers. Then there's here, where we keep the sick and wounded."

"This way," Kevin said, walking towards an old building that had people in bandages and wheel chairs standing outside from it. It kind of bugged Rex to see people like this; he seen way too many people hurt and didn't want to think about how his friends were here.

"There," Holiday pointed out, "Is where we keep everyone."

* * *

As Ben and Rex walked into the building, they saw that there were stretchers everywhere. The room echoed from conversations, to laughter and kids crying. Plumbers and Providence agents walked around the room, helping patients and doctors that needed help.

"Where is she?" Kevin muttered.

"Who? Ben asked. _Gwen maybe_, we wondered.

"Kevin!" Ben heard a girl's voice shout. Ben looked and saw that a women that had a dark-purple hooded cloak on. Underneath was a blue tank and grey jeans. She had green eyes and and short orange hair. She ran up to Kevin and kissed him.

"Gwen?" Ben asked her.

Gwen looked at him and Rex, curious. "This is them? Their mana is so… different."

"Paradox sent them," Holiday said.

"She's hot," Ben heard Rex say under his breath.

"Dude," ben exclaimed, "You're thinking about that now?"

"Hey, sorry I can't look at your alternate-cousin."

"And my wife," Kevin added, glaring at Rex. Rex gulped and backed away.

Ben's mouth dropped in shock. "Married?"

Holiday chuckled, "I think he'll get a kick out of this," she turned to Gwen, "How are the kids?"

Gwen nodded, "Great. I just put them to sleep." She looked at Ben and Rex, "Devlin and Amanda. Twins and both six months old."

"Whoa," Ben whispered, "I'm an uncle."

"Uh…" Ben heard Rex said, scratching his head, "Not that this is a fun moment, but Ben and I came here to help."

"Right," Ben joined, "and if we are going to, then we need some answers. Like where's is everyone else: Grandpa Max? Julie?"

* * *

"Six? White Knight? Circe? Bobo?" Rex added, "And who did this?" he glanced around the room, watching a doctor stitch up a man's arm.

"Generator 10 happened," said a man's voice. Rex turned and saw a man in a white suit, wearing some kind of breather.

"White Knight?"

"Knight," Kevin nodded. "Nice to see you again." He gave a saute.

"At ease Kevin," White accepted. He looked at Rex and Ben, "so the rumors are true."

"Wait," Rex wanted, "Who?"

"Generator 10," Holiday stated, "The master mind and cause of all of this."

"Who is he?" Ben asked.

Gwen looked at them puzzled, "Really? You guys haven't figured it out yet?"

Rex paused and started to put the pieces together: the attack on him and Ben, why everyone was afraid of them and why they never saw their alternate selves at Sanctuary. "Of course…"

"It's us," Ben interrupted, "This Generator 10 guy is us!"

"D-Dude!" Rex slapped Ben head, "You took my line!"

"Not the point," Holiday stressed, "But yes, it's true. For five years, the Plumbers and Providence have been fight Generator 10 and his allegiance."

"He brought a lot of good people to his side," Gwen added, "or worse." She looked at Rex, "Bobo was one of them. And Six… well…"

* * *

"No," Ben heard Rex whisper. Ben knew who much he and Bobo were close to each other. And Six was pretty much like a father-figure to him.

"Hold on," Ben realized. He turned to Gwen, "What aboyt Grandpa? Is he…?"

"Grandpa's fine," Gwen assured him, "Ever since Generator 10 sent EVOs around the galaxy, the Plumbers have been dealing with them."

"But Azmuth should have done something about this already. Right?"

"I think," Holiday stepped in, "You should come with me about that."

"I'll take Rex to the Mess Hall," Kevin told Holiday, "You go head."

Holiday nodded, "This way." Ben followed Holiday across the room, avoiding hitting any beds that had patience on them. Finally they made it to a hallway, where they had rooms for those who needed special caring.

"Where are we going?" Ben asked nervously.

"Just follow me," Holiday stressed, as they passed rooms. At last, the came up to a room that had the number 100 above it. Holiday brought out a card and placed it in the door handle. She looked at Ben, "Just try to comprehend what's happened to him," she warned Ben.

"Okay," he gulped. With a swipe, Holiday slid her card and opened the door. Inside the room was nothing but a bed and a few shelves with some kid toys. The walls were cover with drawing and numbers. "Azmuth. Sweetie, are you in here?"

Ben heard something giggling inside the room, making him nervous. Something jumped on top of the bed, messing around with the sheets and pillow. Ben looked closely and gasped, "Azmuth? Is that you?"

The crazed-eye Azmuth looked at Ben, "You? Two! Blue. Drew!" he blubbered. He hopped onto the floor and ran in circles. "Run. Fun. See Spot run! Ha ha ha!"

"What happened to him?" Ben knelt down, looking at Azmuth. He never thought he'd see one of the most powerful minds act like this.

Holiday sighed, "After hearing about what happened to Ben, he thought he could try and reason with him." She turned her head, "it didn't go to well."

Ben then saw the back of Azmuth's head and saw that he had a scar there. He crawled towards Azmuth, "Azmuth. It's me; Ben. The Good Ben."

"Ben!" Azmuth laughed, "Jin. Kin. Men. Ten. Ten!" He rushed to a shelf and grabbed a crayon and began to make random lines on the wall. "Ben 10! Boy. Started as boy. Then young man he became. Raisins!" he blubbered, "Combined worlds. Became bad. Bad Hero! No, super villain. Evil man. Failed people. Failed friends." Azmuth then stopped drawing on the walls, dropping his crayon. "Failed me. And him. I had failed him." He began to mutter something and started walking towards his bed, climbed in and covered himself up with blankets.

"He has better days than this," Holiday told Ben, who was still staring at his mentor. "It's best to leave him alone." With that, Ben got up and left the room with Holiday.

**Hope you guys enjoyed this chapter.**

**Up next, Ben and Rex discover how Generator 10 came to be.  
**

**Show some love and Review and ask questions if you got them!  
**

**Peace!  
**


	5. Rise of the Fallen

**Welcome back! It is midnight as I finish this chapter.**

**I did this for you! LOL  
**

**Hope you guys are enjoying the story! And a little warning, I'm sorry if I kill off some people.  
**

**Anyway...  
**

That evening, Rex and Ben sat in the Mess Hall with Kevin and Holiday. There weren't tables, just chairs that circled random fire-pits. Rex looked at group at their own fires, cooking the food that Sanctuary had to offer. It wasn't much: just beans, rice, some vegetables and some alien food. Rex, of course, kept it safe with the beans and rice.

As they continued to eat, Biowulf showed up. "We got through handing out waters to the injured," he assured Kevin, "Some we should be getting some soon."

Kevin thanked him, "Good job. Care to join us?" Biowulf nodded and sat down on the ground.

"So Biowulf…" Rex began, "You decided to join the good guys?"

Biowulf growled, "No, I followed where Van Kleiss was, which was The Resistance." He turned away, "Unlike Skalamander, that traitor."

"So the lizard is with Generator 10?" Ben asked, "What about that girl…uh… Breach?"

"She went missing few months after Generator 10 began his reign."

"If... you don't mind me asking," Rex hesitated, "What happened to Van Kleiss?"

Biowulf and Kevin looked at each other, "It happened about three years ago," Kevin started, "Bobo, Van, Manny, and I, along with a group of Plumbers, were on a mission to destroy one of Generator 10's weapon bases."

* * *

"Whoa," Ben interrupted, " Manny, Helen, and Pierce are here?"

"Ben," Holiday pleaded, "Let him continue." Ben apologized, but he still needed to know where his friends were. And Julie. Sure she's not the same Julie, but he still needed to know.

"Anyway," Kevin continued, "We were attacking a base, until enemy reinforcements came. Enoch lead the attack and sent out EVO Hounds on us. Before we could escape, Enoch got a hold of Bobo and…" he stopped there, staring into the fire.

Ben then saw Gwen, coming from behind and holding to young babies in her arms, sleeping. She nudged him the boy, Devlin, and Kevin held him. "He then came up to me. Before he could attack me, Van came in and fought off Enoch will my arm was broken."

"We then got a call that they needed help," Holiday said, putting her bowl down. "As soon as we got there, Kevin was trying to help Van Kleiss after Enoch stabbed him. We were too late."

"This is the only thing I have to remember of him," Kevin showed them his gold-covered arm.

"Wow," Ben heard Rex exclaimed. "I know this isn't my world, but I just feel bad for Bobo. Van Kleiss maybe, but…"

"He was a good solider and so was Six."

"What happened to him?"

Kevin ignored the question and went back to rocking Devlin to sleep. Ben wanted to ask Gwen if he could hold Amanda, but he was too nervous. "So is Julie here?"

"No," Biowulf said, "She at Javelin," he looked at Rex, "Along with Circe. She helps with controlling some of the EVOs that Generator 10 hasn't manipulated."

"Good to know," Ben sighed.

"Ditto," Rex agreed.

After one of the soldiers brought the group some water, Ben and Rex explained to them how Paradox told them about the trouble Generator 10 was causing. They also insured them that they would help them. "Got room for one more?" asked a voice. Ben turned around and saw that it was Cooper, with a bald head and dressed a Providence uniform. He looked at Ben and Rex, smiling, "So you guys are the ones who will rescue us?"

"Cooper," Holiday acknowledged him, handing Gwen a bottle for Amanda, "No, have a seat." She looked at the two, "Cooper here was one of the masterminds who helped build Sanctuary and Javelin."

"Well," Cooper scratched his head, "Javelin still needs work. It's still under ground, but once we get those towers up, we'll be able to expand."

"And then we'll be able to get the drop on Generator 10," Kevin included.

* * *

"So how did it happen?" Rex asked, "How did 'we' become Generator 10?"

It was quite right then. The firewood crackling was the only sound to be heard. Gwen cleared her throat, "Well, I guess it started with Albedo and Van Kleiss. Like in your dimensions, they had teamed up and we had to stop them. We were losing pretty bad and about to get killed."

"Before Albedo could do anything to me," Kevin said, "you two came in, combined."

"That's right," Rex realized, "Ben-Rex. Ben used that Upgrade guy to make me more powerful." Rex remembered how awesome his creations were, suited with Ben's alien powers.

"Well, Ben-Rex knocked out Van Kleiss. And when he got to Albedo… something happened. He…." Kevin stopped.

"He killed him, didn't he?" Ben asked.

"Yes," Gwen finished for Kevin. "Something changed I both of them that day. They became power-crazed, going out and killing off the most dangerous EVOs. But that wasn't enough for them. They wanted total control."

"It doesn't make sense," Ben argued, "The Ultimatrix would have never let them be in that form for too long. It would have timed out. Or ran out of power!" Devlin began to wake up crying, but Kevin stood up, rocking him back to sleep.

Cooper cleared his throat, "The Omega Nanite, thanks to Rex, hacked into the watch, allowing it to have unlimited power."

"So how did he bring the Alien and Nanite worlds together?"

"When conquering our world wasn't enough," Holiday spoke, "When Ben-Rex recreated the Null Void Projector, he snuck it the other world and stolded some left over tech from the Highbreed invasion."

"The jump gate," Ben whispered. "They hooked it up to the projector?"

"And brought the Nanites with them," Biowulf said. "He infected the Alien world with Nanites, sending EVOs who did his biding across space, while he stayed here, turning friends and families against each other."

* * *

"He then called himself Generator 10," Kevin said. "And for over five years, we have had to feel his wrath. Meanwhile, he stays up north in 'The Castle', keeping prisoners and drawing people to him, promising them a 'good life'."

Ben put his hands on his head, feeling like he was going to throw up. He couldn't believe that he and Rex would do something like this. All of this for power? Control? _No_, Ben thought. "I was supposed to be a hero," Ben shuddered.

"We were supposed to be heroes," Rex said, clenching his fist, "We were good."

"Even angels fall from Heaven," Holiday pointed out.

"Most days, we lose those who are sick of fighting. They go up north and accept what Generator 10 has to offer," Cooper mentioned. "Sometimes, he orders his troops to find our people and…. Make an example of those who would defy him."

"With the help of X-I," Biowulf mentioned, kindling the fire with his rusted claws.

"Who?" Ben asked.

"His top assassin who he took control over", Kevin answered. He looked at Rex, "Six." He told him.

Ben saw Rex shoot straight up, creating his Smack Hands, and slamming them into the ground. Kevin and Cooper pointed their hand guns at him. Rex huffed and puffed, furious at the stories that he and Ben were hearing. He looked at everyone, "I'm sorry," he apologized.

Ben stood up and placed his hand on Rex's shoulder, "We will help you guys," he told the rest. Rex nodded in agreement.

Holiday chuckled, "Good. Then let's get some rest." She looked at her watch, bringing up a holographic screen. "Tomorrow, you two are going to Javelin. If you're going to help us win this war, you're going to need to know are battle plans."

Cooper got up, "I'll let security over there know in advance."

Carefully, Kevin got up with Devlin and grabbed Amanda from Gwen. "You look tired. I'll put them to bed. You go on."

"Thanks," she said, kissing him on the cheek.

Biowulf looked at Ben and Rex, "You coming?" he asked.

"Not just yet," Ben said, still looking at Rex. Biowulf nodded and walked off…

* * *

"You okay?" Ben asked Rex, who was still upset from what was happening to everyone.

"Yeah," he muttered, "I'm just… I'm cant…" he sighed, "How could we do this to our friends? We're evil Ben! We're monsters."

Ben shook his head, "No. Their Ben and Rex are evil. This Generator 10 guy is the monster."

"I just can't believe we, or they, would think to or even do something like this."

Ben sighed, "Look dude; just remember that this isn't our dimension."

_Ben is right_, Rex thought. He knew his real friends and family were back at home safe and sound, away from this madness and so were Ben's. Yet, here were these people, suffering from this maniac. "This isn't our dimension…" Rex said, "But we will save it."

Ben grinned, "Agreed. We have to stop this guy. Just like Paradox told us."

"You think we would have told us a little bit more about what we were facing."

"Yeah," Ben chuckled. "Or at least let us bring someone for help." He yawned, feeling his eyes getting heavy. "Time for bed."

Rex scratched his stomach, "Big time," he yawned.

"Top bunk!" Ben called out.

"Man!"

**And there you have it!**

**Again, sorry for killing off characters, but i REALLY want this to be a good story.  
**

**Up next... Ben and Red to Javelin, but get a visit from a special guest. ;)  
**

**As always, Review and ask questions!  
**

**Zevlag out!  
**


	6. Special Guest

**It is 1 a.m. as i am finishing this.**

**So you better enjoy lol**

The next day, Ben and Rex met Gwen outside by a van and two tanks. According to Kevin, they were going to be escorted along with some soldiers who came out of recovery. Ben saw that White Knight was coming towards them, coughing inside of his breather, along with Holiday. Ben yawned, "Ehh… why do we need to leave so early. It's five in the morning," he whined.

"Yes," White stressed, "We're not sure if Generator 10 knows of your presence. Having you to go with the Plumbers, he won't suspect a thing."

Ben heard a grumbling sound coming from Rex. "Could we at least gotten some breakfast?" he asked.

White glared at Rex, "You two are even lucky that I let you sleep here. I could put you guys outside." With that, he turned away and walked back to the building.

Holiday came up to Rex, "Don't blame him," she told them. "He has a lot on his shoulders, being leader of The Resistance."

"So how did he?" Ben asked.

"Plumbers need to put someone in charge of earth's defenses. Since Azmuth was out of the question, White was the only. Him and someone known as Black night."

With that, someone from the tank jumped out. Ben saw that it was Pierce, a guy would grow spike out of his body. "Hey, we ready?"

"In a minute Pierce," Gwen said. She went to Kevin, "Make sure that the kids get plenty to eat. And no showing them weapons."

Kevin grinned, "Don't worry," he kissed her.

"Let's go before a throw up," Rex groaned, walking towards the van. Ben laughed and followed him.

* * *

As the van rattled and shook, Rex and Ben talked to Gwen. She was telling them about how she and Kevin were married for over three years. They didn't expect to have kids during this time, but they were happy that they had them.

Rex chuckled, "So, you still using your pink glowing powers?"

She grinned, "Yeah, along with my spell book that I've been holding on to." She held out her hand, creating her pink energy ball.

"Must be a killer trying to feel mana around here, huh?" Ben wondered.

"At first it was a pain, but I managed to sneak my way around them."

The van hit a bump, making Ben and Rex hit their heads. "Sorry!" Pierce hollered, "We're going off road!"

Rex rubbed the bump on his head, "How long is this trip?" he asked, feeling like they were in the van for over two hours.

"Just another hour till noon. So we should be getting close."

Gwen nodded, "The reason we keep these places for apart is so that everything won't be found. If it should happen, we have underground subway trains that will evacuate everyone in either Javelin or Sanctuary to the opposite."

Rex looked at Ben, "I was thinking," Rex started, "If we are fighting ourselves, isn't that a bad thing?"

"What do you mean?" Ben winced.

"You know? The whole 'You cannot stop me. I know your every move" sort of thing."

"Not really the thing I was wondering." Ben looked at him, "If Generator 10 is you and me together, then that mean that our bodies are one."

Rex's eyes widen, "Dude! Why would you think that? That's creepy!"

"I know! I just saying-!" The conversation stopped when the van rattled to a close by explosion. As Pierce slammed down on the breaks, Rex braced himself in the van as it was spinning.

"Mech-EVOs!" Pierce yelled. "We got three Mech-EVOs!" Suddenly, the van sides were being punched in with laser fire.

"Looks like we hit a speed bump," Rex joked.

"Ben," Gwen called, "If you're going to use that watch, do it now!" She chanted some foreign words and the van doors blew open. Rex saw that the Plumbers and Providence agents were fighting Ben's enemies: the Forever Knights.

"Diamondhead!" Rex heard Ben shout. He turned and saw that a diamond alien was standing behind him. "Let's go!"

"Right!" Rex answered, creating his Smack Hands. The two heroes ran out in deferent directions. Rex ran towards a group of Knights holding a cannon. He knocked them aside and threw the cannon away. Two Knights came charging at them with swords, but Rex stopped them easily with his hands.

"Master?" One of the Knights stared at Rex.

Rex grinned, "Yeah right, "he punched the Knights. He turned around and saw a giant bear-like EVO, suited with robot armor, charging at him. Rex created his Slam Cannon and blasted the thing with a ball of dirt and steel; it had no effect.

As the creature roared, Rex saw Pierce coming in and shooting the thing with his spikes. The EVO backed up, pulling out the spikes from its chest. "Mech-EVOs," Pierce told Rex, "EVOs that Generator 10 controls thanks to the robot parts he placed on them. Hit them hard or hit them in the soft spots."

Rex nodded, creating his Big Fat Sword, BFS, and swung it at the Mech-EVO. Beforw he could attack, someone jumped in front of him, holding a cane-like sword towards him. The man was dressed in a brown suit and was elderly. Rex grinned, "Hello Dos."

Dos laughed, "Holla, Alternate-Rex."

* * *

"Come on," Diamondhead shouted at the Knights, "You can't cut me down to size?" He shot diamond daggers at the Knights and then created a wall in front of him. An ape-like Mech-EVO then broke through the wall and grabbed Ben's head. "Let me go!" Ben muffled. The Mech-EVO repeatedly slammed Diamandhead's body into the ground. "Getting dizzy!" Finally, Ben slammed the Ultimatrix down, switching alien forms.

"Big Chill!" he said, freezing the Mech-EVO's body. "There! That should keep you cool." Big Chill then saw something running towards him. He blew a breath a cold air at it, but it still ran towards him. Ben saw that it was an alien the same species as Fourarms. The alien jumped and punched Big Chill to the ground. He saw that the "Fourarms" alien's bottom arms were claws on the top were robot fist. Ben looked closely… "Manny?"

"That's right," the evil Manny said, rising his claws. Suddenly, a pink wipe snared many, throwing him off. Big Chill quickly got up and faced Manny, who was still staring at Gwen. "I see you guys finally got disparate enough to get help from somewhere else!"

"Manny, don't do this," Ben tried to reason with him, "You don't have-."

"I don't take orders from you!" Manny shouted. "And not from those who kill other's friends!" Ben saw that he was talking to Gwen when he said that.

Gwen lowered her hands, "What happened to Helen wasn't our fault. She knew what she was getting herself into when she lead that attack." _It all makes senses now_, Ben thought.

"Doesn't matter," Manny said. "I only came for Pierce, but I'll start with you!" He charged at Gwen, but she chanted some words, making some steel wrap around him. Meanwhile, another Mech-EVO, dog like, slammed into the ape Mech-EVO, freeing it from the ice; it then looked at Ben growling.

"Why aren't they attacking?" Ben asked.

"I don't know," Gwen said, worried.

* * *

Rex and Dos continued to clash blades, making sparks fly off of them. "Come on,"Rex taunted, "Is this the berst that the second deadliest man in the world can do?"

"I'm just holding you till he comes," Dos said, locking blades with him.

"Till who comes?" Rex demanded. Suddenly, he saw a giant plane slowly flying towards them. The sound of the turbines roared in Rex's ears. As Dos was distracted, Rex created his Punk Busters and kicked Dos to the side.

"Oh no," Pierce worried, "It's him."

Rex saw Big Chill, now turning back into Ben, and Gwen coming. The giant plane hovered and then landed next to the tanks. The Knights quickly ran towards the door and stood at attention, while the Mech-EVOs stood behind Rex and them.

As the turbines slowed, the side door opened. Rex immediately saw someone walkout. He had black armor on that was glossed, he had a black visor that shielded his eyes, and his left wrist had two blades sticking out from it, while fingers of his right hand were replaced with swords. "Six…" Rex whispered. He then saw… him…

* * *

Ben saw him walking out of the plane slowly; wearing a black cape, his entire body was coated with a black glossy metal, his eyes and the light lines on his body were a blue color. Although the eyes were the only thing shown on his face, ben knew who this was: Generator 10.

"Six…" Ben heard Rex say. He moved forward, but Ben put his hand on his shoulder, looking at Rex and letting him know not to do it.

When Generator 10 stopped, he looked at Gwen. He inhaled, "Gwen," said a voice that sent chills down Ben's spine, "So nice to see you again." His voice had sounded almost robotic. "And Pierce."

Gwen muttered something. "I still see you like to make an entrance," Gwen scowled at him.

Generator 10 grinned, "I have always been a show off. You know that." He then looked at Ben and Rex and chuckled. "So, the rumors are true. There is an Alternate Ben and Rex." He gave a bow, "I must say, it's a pleasure to meet you two."

"So you're Generator 10," Ben gulped. "I figured you be a lot more taller."

"And younger looking," Rex mocked.

Generator 10 laughed, "You two are amusing. It truly is an honor to meet the heroes that will 'save' this world that I have created and-."

"Created?" Ben heard Rex started, "You've destroyed millions of lies. You turned family and friends evil. You're evil!"

"Evil? I'm a savior." He looked at his Knights, "I proved my people a home and a food back in my Kingdom." He then looked at the Plumbers, "I offer you the same for the rest of you. You don't need to live in this world like rats. Come with me, offer your allegiance with me, and I shall care for you." His head turned to Gwen, "And for those who dare wish to stop me will be punished."

"Okay, that's it," Rex said, creating his Fun-Chucks, "I'm getting sick of listening to you!"

Six, or X-I, stood in front of Generator 10, but he X-I. As Rex charged at Generator 10, the insane ruler's right hand changed into a giant fist covered with spikes; the hand caught Rex's arms. "Was that your best?" his other hand turned into a fist as well. "My turn." Generator 10 punched Rex back to where he once stood.

"Hey!" Ben shouted, slammed his Ultimatrix, and turned into a flaming alien. "Heatblast!" he shouted. Before he could create a flame, Generator 10 glared at him.

"You too?" He created an arm cannon that had glowed blue and pointed it to Ben's chest. "Think twice Benjamin." Ben lowered his arms, changing back into his human form. He went to help Rex to his feet, who was still holding his chest from the punch Generator 10 gave him. "Knights, come." The Knights obeyed and went into the plane. Dos and Manny appeared by him, "Manny, X-I, go. Dos, make sure that my precious EVOs get their jobs done." He looked at X-I, "I won't be flying with you." As the turbines started and the plane hovered, Generator 10 created two giant turbines and wings from his back. "Goodbye," he said to Ben and Rex; he flew off with the plane.

* * *

"Wait!" Rex yelled, creating his Boogie Pack. Before he could chase after him, the dog, Mech-EVO jumped on top of Rex, ripping his pack off. Hearing the dog growling I his ear, Rex created his Smack Fist and pushed the EVO off. On his feet, he saw Dos taking out his sword cane. "So what do you get out of this buddy?"

"Survival," Dos replied, "And I get to keep my title."

"So you're still third best?"

"Third?"

"Cause Six is better than you." Furious, Dos ran towards Rex, who created his BFS and Battle Axe. The two locked blades, struggling to push each other back. Rex strained, but managed to bring Dos' blade down. Dos quickly punched Rex severely times in the face. Finally, Rex created his Fun-Chucks and slammed Dos into a tank.

Rex saw the rest of the team fighting off the bear and ape Mech-EVOS. Ben, in his Cannonbolt form, rapidly slammed into the two back and forth. Rex created his Rex Ride, ramming towards the ape Mech-EVO, sending it to the ground. Rex's feet changed back to normal, but the ape Mech-EVO grabbed Cannonbolt and threw him at Gwen and Pierce, making him change back to his human form.

"Ben!" Rex yelled. He then turned and saw the dog Mech-EVO was crawling towards him. Slowly, he back up to ben and the others. "Any ideas?" He saw Dos appearing behind the dog Mech-EVO.

"No," Ben admitted, "Gwen? Where are those Plumbers?"

"Too weak to fight," she answered, looking at the growling bear, "They just got out of recovery, remember?"

As the three EVOs roared, Rex heard something above his head. He looked up and saw something flickering. Then, streams of electricity started shooting out from a small black hole. Everyone, including the EVOs and Dos stopped and looked up. The hole got bigger, finally reveling itself to be a purple portal.

"What is that?" Ben yelled.

Suddenly, something fell from the portal; something dressed in white. Rex and the others backed away, realizing that it was a person that was knelt down. His hand stretched out, shooting lighting towards the bear EVO, paralyzing it. The dog EVO lunged at him, but the person grabbed the dog's mouth, slamming it into the ground and shocking it with electricity. They then threw the dog at the ape, and then jumped on to it, punching the top of its head. As the ape went crazy, the person grabbed its metal chest and shot it with lighting; the ape fell to the ground.

Dos took out his sword, saying something foreign and swing his sword at the attacker. The person stood up and, without effort, shot a ball of lighting at Dos, making him shake and fall to the ground.

* * *

Ben finally saw that the person was a guy about his age, wearing a white hoodie. Carefully, he and Rex approached the boy. "Whoo," he said un-hooding himself, reveling that the guy had short blond hair, one green eye and one blue eye. "Good thing you guys got them weak for me," the guy laughed.

"Who are you?" Gwen asked, while Pierce broke off a spike from his arm.

The guy smiled, "Sorry. Paradox sent me; I'm Matthew, Matthew Tiller."

**Hope you guys enjoyed this chapter**

**Up next, Ben and Rex find out more about Matthew**

**But if YOU want to know more, stay tuned or feel free to read the Hybrid series**

**Review and Ask**

**Peace!**


	7. Lessons

**SO SORRY GUYS!**

**I know it has been forever, but here is the next chapter!**

**Hope you guys enjoy!  
**

Back in the vans, Ben sat next to Rex. Both were staring at the teenager Matthew, who sat in front of them and had his hood over his head. It had been a quite ride since the blue and green eyed stranger had said anything. Tired of hearing the sound of the driver's radio, Ben spoke, "So, Paradox sent you?"

"Yeah," Matthew said. "He told me that you guys would have some problems," He grinned, "But I didn't expect to find you guys like this." The van hit a bump.

"We weren't having problems," Rex defended himself, "we had everything covered."

Matthew chuckled, "Same old Rex; trying not to seem weak."

Rex glared at him, "Weak?"

"Wait," Ben interrupted, "You know Rex?"

"Yep. And you too. In my universe, I've helped you guys. Or you helped me."

"Helped me with some old family problems. Let's just leave it to that."

Confused, Ben fiddled with his watch, "So are you from my or Rex's world in your universe."

Matthew made a face, "Uh… so be honest, both. I live in both worlds, thanks to my teleporting power. My mom was born in Rex's world, but accidently teleported into Ben's world, where she met my dad."

Before Ben could ask about Matthew's teleporting power, Rex stepped in, "You seem to have Nanites in you, but there's something different about them. What kind of EVO are you?"

"EVO?" Ben looked at Matthew carefully, "No way. The way he used those lightning powers, totally alien-like."

"So what is it? Are you an alien or EVO?"

Matthew looked at them and grinned, "Both." He created a ball of lightning.

* * *

Suddenly, the van came to a stop, making Rex worry that it might be another attack. "We're here," the driver said to the three. Rex unbuckled his seat-belt and opened the door. Saw that they had driven inside a giant cave with bright lights shining down. Everywhere had looked like it was a boot camp; from soldiers marching to guns firing. He saw a few mutant EVO roaming around or helping others. This was Javelin.

"Pretty sweet, huh?" Pierce said coming from behind the guys. "I'll take the soldiers to their bunks and take Dos to the integration room," he told Gwen; she nodded.

Rex looked around, "This entire base is underground?" He looked behind and saw that a giant hole that the vans came through was closing up.

"Pretty much," Gwen joined the guys. "This was one of the first bases that we created since Generator 10 took control of the skies. We plan every attack here."

Suddenly, Rex saw a man, carrying a cinder block, running towards a building. Rex then heard a familiar voice yelling at the man. Rex saw that it was a man with short red hair and bionic arms, Gatlocke. "Gatlocke? You're with the good guys?"

Gatlocke looked at Rex carefully and laughed, "Ha ha! There's the old familiar Rex I know! Yes, well I thought that I would look terrible in all of that knight armor. So here I am, training future soldiers," he looked back at the man with the cinder block, "Hey Maggot! You drop that and I'll make you carry two," he yelled at him as he walked off.

Matthew laughed, "He's funny, when he's not evil I guess." He looked at Gwen, "Paradox told me the details about what's been happening. Who else is helping with the resistance?"

"Hold on!" Ben shouted, "He told you what was happening, while we had to figure out ourselves?"

Matthew shrugged, "I guess I'm his favorite."

"Well," Gwen began, "To answer your question Matt, a few of our friends are here: Tuck, Julie, Circe, Ship—"

"Whoa, Julie's here?" Rex heard Ben say, but he was more focused when Gwen had mentioned Circe. He wondered how this Circe was affected in this universe.

"Yes," Gwen chuckled, "she helps with weapon repairs. We'll see her soon when she gets back from her mission."

"What about Van Kleiss? Is he with the resistance?" Matthew asked. Rex shuddered at the name.

"No. He died an honorable death." Rex looked at Matthew and noticed that he crossed his arms, digging his nails into them. "He was a good solider."

"You okay?" Rex asked Matthew.

Matthew blinked and smiled, "Y-Yeah. I'm just glad that this isn't my world. This is crazy."

Rex looked at Gwen, "You said Circe was here, right?" He saw a group of soldiers walking with a lion-like EVO with four eyes and tentacles from its back.

"That's right!" said a voice that Rex recognized. He saw a mummy-like EVO that had tears around his body; Tuck.

"Tuck," Gwen greeted him, "How are the EVOs?"

"Doing great," he said, "Circe's been keeping them in check. I'm not sure that she knows about these three." He looked at Rex, Ben and Matthew

"Mind if I go see her?" Rex asked eagerly.

"Remember," Matthew whispered to Rex, "This isn't your world."

"Why don't you shut it, noob."

Gwen grinned, "Sure. Tuck, go take him to Petting Zoo Three. I'll wait here for Julie."

* * *

"Careful Rex," Ben yelled at Rex as he walked off with Tuck.

Matthew looked at Ben, "I think I'll stay with you for now.

He looked at Gwen, "I know she's not my girlfriend here in this universe, but how is Julie?"

Gwen squinted, "Um, Julie has changed a lot since the rise of Generator 10. It left her devastated."

"I know you and Julie were a couple in my universe," Matthew mentioned to Ben, "And it's obvious that you want to still see here now, but what about this Julie in this universe?"

Gwen sighed, "Yes, and they were happy together. But when Generator went mad with power, she thought that she save him after what had happened to Azmuth. That creep led her on and then tried to kill her."

"No," Ben chocked softly. He can't believe that he would ever think about kill someone… like Julie. "So, how did she escaped."

"White and Ship came to the rescue. They all escaped, but White ended up with Nanites in his body. He wear's that mask to help them be stable… and not kill him.

"Poor Julie," Matthew said. "How is she now?"

"Not so good. Ship, Cricket and a group Plumbers went missing a few days ago."

Ben knelt down, feeling bad for everyone in this universe. He knew he and Rex had to save this world. He had to stop Generator 10 from causing any more pain. He felt someone's hand on his shoulder and saw that it was Matthew. "Come on dude," he said, "Everything will be okay."

"Yeah," Ben sighed. Suddenly, his body jolted up from a shock in his arm. He looked at Matthew who was laughing at him. "Hey!"

"See? Back on your feet!" Matthew joked. Suddenly, the cave door began to open up, reviling a white van that was pulling inside. as it screeched to a halt, Ben someone opening the door and walking out; she had long black hair, had bags under her eyes, and was somewhat built. "Julie," Ben said.

Before Ben went to her, Gwen stopped him, "maybe I should walk you to her." Ben nodded and the three went to her. "Julie, nice to see you again. Any luck?"

"No," Julie huffed, pulling out some kind of high-tech shotgun. "Nothing, but scrape and-," her eyes went to Ben's. All he saw was hate in Julie's face… and sadness. "Dirt," she finished. "So this is the other Ben? What about the other one?"

"Rex is with Tuck," Ben said nervously, " And this is Matt-."

"I didn't ask you!" Julie spat at him, hold the gun to his chest. Ben then noticed Matthew almost crouching, making sparks in his hands. Ben gaped, holding his hands up and staring at the trigger.

Gwen surrounded the gun with a pink bubble, "Julie… stand down," she looked at Matthew, "You too, new guy."

As Julie lowered her gun, Matthew closed his fists up. "Sorry," he said, "just a reflex."

"And I just can't stand his voice," Julie said, blowing the hair out from her face. " But to be honest, I did find a gift five miles out from The Kingdom." Julie pulled something that was wrapped in a rag. "We scanned it and there is something inside this," she took off the rag, reviling a video tape covered with diamonds.

* * *

"So what exactly is Petting Zoo Three," Rex asked Tuck as they walked up a big metal door. He could hear EVOs roaring and screeching inside, but he heard another sound that was soothing.

"When it comes to full frontal attacks," Tuck began, "We have EVOs help us out. And we keep them all in here."

Rex's eyebrow arched, "I thought Generator 10 controlled the EVOs."

"He controls EVOs thanks to some kind of controlling collar. Bigger EVOs, he controls them using machine parts."

"Mech-EVOs," Rex remembered the half-robot like monsters that he and Ben fought.

"Luckily, we control most of the EVO," Tuck opened the doors, "Thanks to Circe." Rex went inside and saw countless EVOs, big and small, roaming an entire room that had cages and trees that broke out from the cave grounds. Rex froze in the door way, nervous at all the EVOs that took a glance at him. One with three legs, two claws, no eyes and giant teeth. Rex then heard the soothing sound again, one that made the EVO back off.

Rex saw girl in a dirty red dress and a black leather jacket. She had long black hair with a red streak. Circe had looked the same; except for a metal collar around her neck, that had looked as if it was some kind of speaker. She looked at Rex and froze…

"It's okay Circe," Tuck said to her, "This is the Rex that White and Gwen told us about."

Circe pressed a button on her collar. _"It has been a while since I have seen him look like that,_" said an automated-female voice.

Rex made a face, "Whoa, what's with the voice?" Rex then realized what he asked. "Uh… I mean…"

Circe grinned, "_This is what happen when I used my powers too much," _she faced the EVOs, turning her mouth into an EVO-mouth; she created a sound that soothed them.

"She pretty much sacrificed her own voice, so that she can constantly control the EVOs," Tuck told Rex.

The roaring stopped, "_That should take care of them for now," _Circe said. "_So, you are supposed to save our universe right?"_

"Yeah. Me and Ben. And some other guy that came in randomly."

"Speaking of which," Tuck said, "Let's go ahead and meet up with the others."

* * *

Ben and Matthew walked into a large room filled with computers and soldiers going over strategies. In the center of the room was a large table that had a blue hologram map of the ruin Bellwood. On a computer screen by the table was White Knight, consistently wheezing through his mask.

"Wow," Ben said, feeling like a little kid in a room full of toys, "This place is awesome."

"Yeah," Matthew said. "This is the battle room?"

Gwen nodded, "All attacks are planned here. Looks like Knight is already on screen," She looked at Ben and Matthew, "Just stay close."

"And don't touch anything," Julie stressed, bumping into Ben. "White."

The computer screen turned to the group, facing White to them. "Julie and Gwen. Good to see you guys are still okay," he glared at Ben and Matthew. "And who is that?"

Matthew cleared his throat, "Good to see you sir, White Knight. My name is Matthew; Paradox sent me to help out Ben and Rex. The _good_ Ben and Rex."

Ben heard Julie scoff, typing something on the table. He pretty much realized that the ones who hated him and Rex were White and Julie. It all felt weird to him…

"Speaking of which," White breathed through his mask, "Where is Rex?"

"_Right here,"_ said a computerized voice. Ben turned and saw that Rex, Tuck and Circe, who had a collar around her neck, was coming into the room. _"So what is going on?" _Ben then realized that the voice was coming from her collar.

"Apparently Julie found something," White said, looking towards Julie. "She contacted me when she was searching for Team 8."

"It's a tape," Julie said, inserting the tape into the computer. The whole room went silent as the Plumbers stopped working and faced the table that had projected a screen. Ben saw Generator 10 stand with his hands behind his back, grinning at the camera. "Hello," he said softly, "If you are watching this, then that means Julie still hasn't found her friends yet."

Ben glanced at Julie, squeezing her hands tight till her veins showed. He then saw that her eyes opened wide, "Wait. How did he now that I was-?"

"Do you know what I enjoy?" Generator 10 continued, "Lessons. All types of lessons. For example: I adore psychology," he walked to his left, "So here is a question…"

He stopped in front of a girl who had pink hair and scaly skin. "Cricket," he heard Rex gaped.

"…What would happen if I tell this young girl here that she now serves me?" He looked at Cricket. She was about to move, until X-I, or Six, stepped in and held his hand blades toward her. "Nothing happens. So that is why I do this." Generator 10 pulled out a collar and placed it on Cricket. She screamed at frist, but then stopped. She then knelt before Generator 10.

"Why that-," White swore under his breath. Ben felt the same way. He couldn't believe that this guy was so sick.

"But this poor creature cannot be controlled," X-I brought out two things: a blue tank with a hose at the end and glass sphere that had a black blob in it: Ship.

"Ship!" Julie cried. Ben saw a tear roll down her cheek.

"So now a science lesson: what would happen if I were to take this liquid nitrogen…" he pulled the hose of the tank, "and use it on living metal?" With dead-looking green eyes, Generator 10 froze Ship solid into an ice statue. Ben saw Julie covering her face, kneeling down to the ground. "…and he freezes." Generator 10 then snapped his fingers, making Six lift up his blades and slice the frozen Ship into pieces. He then looked back into the camera, "Do you understand now? Learn what I have told you or suffer my wrath!" he then smiled, "Have a nice day." The screen went blank and went back to the hologram.

* * *

"What a sick freak," Rex said.

"You're telling me," Matthew said, "And I thought Black Knight was twisted."

"It doesn't make since," Tuck said, trying to comfort Julie, "How did he know Julie would find it?"

"I don't know," Gwen said, "He's becoming more aware of a tactics every day. This afternoon, for example."

White sighed, making his mask wheeze again, "Then it seems that the worse is still happening; we have a traitor among us." Rex gulped, looking around the room at everyone. When his eyes went to Circe's, they quickly shifted away.

**Hope you guys liked the chapter! Up next: Ben, Rex, and Matthew go on a mission**

**Please be patient and would it help you guys if i have a twitter to tell you guys about the chapters? IDK  
**

**Anyway, Review and Ask and peace out!  
**


	8. Distractions

**Just wanna say that I'm sorry that i haven't been able update.**

**Hope you guys haven't given up on me and still want more.**

**Anyhoo, here you go...**

That evening, Rex and Matthew where in the control room with Gatlocke, who was talking to a few agents about battle strategies. Meanwhile, Rex and Matthew were both looking at him. "What do you think?" Rex asked Matthew, "Gatlocke?"

"Hmm," Matthew wondered, "Maybe. He is one to be a free spirit."

"But does that mean he would be a traitor?"

"I'm not sure." Rex then saw Gatlocke turn his bionic arm into a blade and pointing it at the agents. He started laughing and hugged one of the agents. "Then again, I don't see a reason why he would want to be with Generator 10." Rex rubbed his chin, "Maybe Pierce guy. Maybe he's the one. Manny betrayed the Resistance, so maybe he is."

"Maybe," Rex said, thinking about how Manny said that it was the Resistance's fault for letting her die on some mission. Rex felt bad for him, but it was no reason for him to join Generator 10. "Could be Kevin. He's known to be crazy in the past in my universe."

Matthew laughed, "Yeah. Mine too."

"But now I'm not," said a voice that made Rex and Matthew jump. They turned around and saw that Kevin was walking inside the room, holding a tablet in his hands.

"Kevin," Rex greeted him, "We were trying to figure out-."

"Who the traitor was," Kevin finished. "I know. White told me while I was at Sanctuary." He went up toward the table where Gatlocke was at.

"Captain, old pal!" Gatlocke greeted him, "Bringing updates?"

Rex saw Kevin rolling his eyes, "Yeah, just give me a minute. Rex, Andrew-."

"It's Matthew!" Matthew said annoyed.

Kevin plugged his tablet in the table. "New Guy, come here. I got something to show you two." Rex walked over to Kevin and a hologram of Bellwood popped up. Kevin touched a section which brought the hologram to show an area that had a mountain and scrape metal. "This is where we're at." He touched the hologram again, "And this… is where Generator is at."

Rex saw giant steel and concrete walls surrounding a white fortress that was in the middle of a small town. Rex looked at it closely and realized, "That's Providence headquarters."

Kevin nodded his head, "It made sense for Generator 10 to use where he was 'born' as his domain." He made the "Castle" bigger.

"Every week," Gatlocke began, "we update this map to see if Gen 10 makes any mistakes on security entrances."

"And you guys haven't found anything?" Matthew asked.

"No," Kevin answered. "If we want get behind the walls or anywhere, we have to go through the gate," Rex saw him clench his hands, "We lost so many men, trying just charge through or sneak in..."

"But Gen 10's security is impossible to avoid and break through," Gatlocke finished.

Rex looked closely at Generator 10's Kingdom, studying the structure and the giant wall that surrounded it. Kevin was right. There was no way to get to Gen 10's Castle. "So are people really living in there?"

Kevin nodded, "Unfortunately, yes. Generator 10 promotes what he calls peace and happiness to those out there, living on the streets and in broken buildings. Some final give up and give their allegiance to him. Who knows what's going on in there…"

"Especially to our soldiers," Gatlocke mentioned. Rex looked at him, "During fights, our men are caught by those ridiculous knights and are kept as prisoners."

"This is insane," Matthew told Rex. "They've been at this war for five years. And it's no good."

"I don't think it's a war," Rex whispered, "It's more about survival."

Matthew punched his shoulder, "Don't worry. We're gonna fix this; we'll find this traitor and put an end to Generator 10. I still can't believe that this bad guy is you and Ben."

"Me too. Speaking of which, where is Ben?"

* * *

As Ben passed the marching soldiers, he saw Julie near a mechanic bench filled with weapons. He had felt bad when for her when she saw Ship get sliced by Generator 10. Ben watched as she switched from tool to tool, working on some kind of weapon. Hesitantly, he walked up slowly, hearing here mumble something. He jumped when she slammed something down on the table, "You know I don't like to be disturbed while I'm working on weapons," she said, still having her back towards been.

"Sorry," he answered, "I didn't know."

When she turned around, Ben saw that her eyes were red and puffy. She quickly turned away, "What do _you_ want?"

"I just wanted to say I'm sorry about Ship. I know he meant the world to you." She continued to work on the weapon, "I also wanna say sorry about what Generator 10 did to you-," Ben felt the back of Julie's hand slap him across the face. He yelled in pain, rubbing the huge red print on his cheek.

"Just shut up," she told him. "You think you since you have a Julie in your world, you know _me_ just as well?" She then grabbed Ben shirt, bringing him up to her level. Ben had forgotten that everyone here was five years older. "I trusted my Ben," she threw him to the ground, "Why should I trust you?" She then grabbed the weapon of the bench. Before she walked off, she turned back to him, "I don't know how you treat your Julie, but I hope you're better than what I think you are."

As she left, Ben sat there on the ground. He began to think about how much his Julie trusted him. Sure he had lied to her a few times, but was he almost just as bad as Generator 10? He sighed, head back to where Rex and Matthew were at.

* * *

Everyone was asleep, except for Rex. He, Ben, and Matthew where in a where they kept rookie soldiers. Rex laid in his bunk, staring at the rocky ceiling that had flood lights built into them. He could hear Ben snoring while his butt was in the air. Meanwhile, he could hear Matthew muttering a name softly in his sleep, "… Samantha…"

He looked at the wall clock; four more hours till morning. He sighed and got out of bed, stretching his limbs. He walked out of the room and into the main area of Javelin. He could already hear Gatlocke training the plumbers already.

"Hey!" cried out a woman's voice. Rex looked and saw that it was Five; the world's most deadly woman. "What do ya' think your doin' out this early?" she asked in a cocky accent.

"Sorry," he said, "just taking a stroll. And you?"

"I'm security mate," she said, holding her electric guitar. "Making sure that everyone is 'ere they should be, if the rumor 'bout that traitor is true." Suddenly, the two heard a beeping sound coming from the battle room. "Oy! A message from Sanctuary."

The two went into the room, watching a blue light blinking on the screen. Five did something on the keypad, and brought up a hologram of Cooper. "Cooper?" she exclaimed, "What are you doing at this hour?"

"I was working on some special amour for our troops so that we can get an advantage on Generator 10's knights." He looked at Rex and smile, "Nice to see you again Rex."

"Same here," Rex replied, "How are things at Sanctuary?"

"Fine. Azmuth was throwing one of his fits, but he fine."

Five cleared her throat, "So why did you call again?"

"Oh right," Cooper stammered, "Um… I just found out where there are some Providence agents who went missing a few days ago."

"Where?" Rex asked.

"In a city that's about 100 miles away from Sanctuary." A screen popped up by him, "I'm sending you the coordinates now."

"So ya ain't gonna do it yourself?" Five sassed.

"Sorry. I figure one of your teams can do it in the morning."

Rex then had it figured out, "We can go." If these people needed there help and trust, this was the perfect opportunity. "Yeah, leave the rescuing to the heroes. Those agents will be back at Sanctuary safe and sound."

"Great," Cooper said, "You can wait till morning, but I'm not sure how long those soldiers will last."

* * *

The next morning, Ben and Matthew heard Rex telling them about some missing agents that were found on the outside of the city. Ben, in his Big Chill form, had followed Rex and Matthew, who were both on the Rex Ride. Big Chill yawned, "Remind me again why we are doing this so early? Their safe, right?'

"Because we don't know how long they'll be safe," Rex yelled over the engine. He looked around to see if there were any Mech-EVOs or Generator 10's knights. "Besides, we need to earn everyone's trust." Ben knew what he was talking about. Everyone at Javelin were wondering who the traitor was. According to Kevin, some of the agents were suspecting them.

"Why are we the suspects?" Matthew asked, trying to keep his hood from slapping his face, "We're trying to help this people."

Ben flew down to their level, "Apparently, people think that we're just as bad as Generator 10." He then remembered what Julie had told him. "Is that it?" he asked when he saw a ruin city coming up."

He saw Rex pull out a small device that was blinking, "Yeah. According to the coordinates that Cooper gave us, they should be in the center of the city."

As the three enter the city, they stopped near a gas station that had multiple cars thrown into the building. As Rex let Matthew off and made his Rex Ride disappear, Ben landed and reverted back to his human form. "So where are those guys?" Ben asked.

"Not sure," Rex said, squinting at the tracker, "According to the tracker they should be nearby."

"To be honest," Matthew said, unhooding his head, "I don't like this."

"Me neither," Ben admitted. "I feel like we should be at Javelin, trying to figure out who the traitor is." He thought about the suspects: Pierce and Gatlocke. Then he thought of someone else, "White Knight."

Rex looked at him, "What? White?"

"Yeah. I mean, he was the first one to assume that there was a traitor."

"No way! White would never do that!"

"Maybe not the White from your dimension," Matthew added, "And mine at least."

Rex looked at Ben, "What about Julie? She seems bitter."

"At Generator 10, not the Resistance," Ben then grinned, "What about Circe? You said that she was looking at you funny?"

"I doubt that she would ever betray anyone here?"

Matthew chuckled, "And you've only known her for a few minutes."

Ben saw Rex glare at Matthew, "Excuse me, but do we know everything about you yet?" Ben wanted to defend Matthew, but Rex had a point. They've only known Matthew for a day and only know that he has electrical powers.

"I told you guys I'm from a different dimension. Paradox sent me to help you."

"That's what you told us," Ben said, crossing his arms.

"And I saw you clench up when you heard Van Kleiss was gone. Why?"

Matthew sighed, "Because…," he hesitated, "He's my godfather."

Ben was in shock. He remembered Van Kleiss; the same guy that Albedo teamed up with and almost took control over Ben. "That wacko is your godfather."

"He is," Matthew growled," and don't call him a wacko."

"Why didn't you tell us sooner?" Ben demanded.

" 'Cause I knew that you two would react like this?"

"How?" Ben said, "That a guy that we are suppose to trust is the godson of Rex's enemy?"

"He's different in my world," Matthew said.

"Maybe things are a little twisted in your world," Rex said. Suddenly, Ben heard the tracker beeping rapidly form Rex.

"Look out!" Matthew yelled, tackling both Ben and Rex to the ground. Ben saw a missile fly over them and hit the gas station. The explosion made them yell, feeling the heat of the fire now starting. Matthew pulled them up, "You guys owe me."

"Fine," Ben said, picking an alien form his Ultimatrix. He slammed it down and turned into a raptor-like alien. "XLR8!" he cried out. "Where did it come from?'

Matthew created a electricity from his hands, "About half a mile north; it's those knights."

Rex created his BFS, "What about Mech-EVOs?"

Ben saw him sniff the air, "Nothing. Just knights."

"I'll find the agents," XLR8 yelled, "You guys keep the knights busy." With that, Ben tunred around and began to serch the buildings, attacking any knights that got in his way.

* * *

"Good luck," Rex yelled at Ben. He and Matthew saw a group of ten knights heading their ways, shoot at them with there laser guns. Rex looked at Matthew, "Think you can take them?"

He then saw Matthew create a ball of lightning, "oh yeah." As the two charged towards the knights, Matthew threw the ball of lightning two knights, making him fly backwards.

"Nice one," Rex said, using his sword to cut the knights' guns. His left hand then turned into a Slam Fist, punching the knights to the ground. Two jumped on to his back, but Matthew grabbed their legs, shocked them and threw them aside. "Why are they here?"

"They must have known that the agents are here, too," Matthew answered, shooting a stream of lightning toward a charging knight. "Uh-oh," he heard him say.

"What is it?"

"We got company." Rex looked at saw ten more knights on some kind of hover-bikes and holding spears, flying at them.

"No problem," Rex said, creating his Rex Ride. He rode of towards knights, slicing their bike with his BFG. He turned around and went after the knights that got away. He then saw Matthew jumping on one of the bikes; absorbing the power and making it crash. He then jumped in the air and slammed his electrified fist into another bike. "Nice one!" Rex hollered at him. When he turned, he only saw a metal fist flying toward his face, making his Rex Ride and BFS disappear.

As he slammed into the ground, he saw that the thing that had hit him was an alien that had looked like Fourarms: Manny. "Why you…!" Rex groaned, trying to get back up.

Manny laughed, "I can only imagine what Lord Generator 10 will offer me when I come back with your body." His two robot claws began to spin around and then charged at him.

* * *

"Where are they?" XLR8 yelled. Ben had searched everywhere for the agents, but they were nowhere to be found. Before he could look in a different area, a wall of diamonds blocked his path.

Ben stopped and turned back to his normal form. He looked around and saw that a humanoid-lizard and a man in an iron mask were standing close to them; Skalamander and Darkstar. "Hey guys. What's up?"

"We didn't think you'd last this long here," Darkstar said through his mask.

"So what's in it for you two?" Ben asked, stalling for his watch to recharge.

"What I always crave for," Darkstar said, "Power."

"While I," Skalamander lifted his diamond arm, "get to have fun without that robot mutt of Van Kleiss!" He slammed his arm down, making diamond spikes shoot out from the ground. Ben quickly slammed down his watch, turning him into a wolf-like alien. "BenWolf!" he howled, making the diamonds shatter. He ran towards Skalamander, clawing his diamond arm, but Darkstar grabbed BenWolf with one hand and threw him into a building. Ben got up and howled at Darkstar, but he was stopped when a giant diamond boulder slammed into him.

Ben threw it off, "What's wrong Darkstar?" BenWolf mocked, "You don't feel like absorbing energy anymore?"

Darkstar laughed, "Thanks to the nanites, they neutralized my hunger to consistently absorb power." He grabbed the bolder and broke it in half, "The nanites do it for me."

Rex punched Manny with his Smack Fists, but it wasn't enough. Manny grabbed Rex, holding his arms with his metal claws. Rex struggled to let go, but Manny used his others hands to squeeze Rex's body; he yelled in pain. "Tell me when," Manny said.

"When!" Rex screamed, creating his Punk Busters and kicking many off of him. Rex knelt down, catching his breath, from the squeeze. Suddenly, he saw Matthew running and shooting lightning streams toward Manny, who was trying to block them. Rex saw him punch Manny in the gut, until he grabbed Matthew, slammed him into the ground and threw him next to Rex. "Matthew!" Rex yelled at him, but his face was covered by his white hoodie.

"Little punk," Manny mocked, walking up towards Rex, who was still catching his breath. Suddenly, he felt some nanites near Matthew going crazy. "Looks like he wasn't strong enough." He raised his right hand, "Now where was I?"

Before Manny could land a blow, Rex saw something grab Manny's arm; a claw. He then saw a different Matthew; he had gray skin red eyes, fangs and claws. Matthew squeezed Manny's robotic hand as if it were a can, growling as he did it. Manny seemed frighten when he saw Matthew. "Now I'm mad," Matthew said, lifting Manny into the air and slamming him into the ground. He roared as he placed his hands on Manny and shocked him with a little bit of electricity.

When Rex saw Manny pass out, he looked at the wolf-like Matthew. "Uh," Rex began, "You said you were what again? EVO or alien?"

Before Matthew could answer, they saw a group of Knights coming after them. Matthew turned back to his human form, "I think we should find Ben," he said.

"Agreed," Rex answered, making his Rex Board. He saw Matthew run up to some old power lines that we still standing, and jumped on them and rode them like he was skating into the city. "This guy is pretty cool," Rex said, chasing after him.

* * *

"RATH!" Ben's new alien form roared, "LET ME TELL YA' SOMETHING DARKSTAR AND SKALAMANDER, RATH IS TIRED OF GETTING GANGED UP AND OUT NUMBERED! BUT IF YOU THINK THAT RATH IS GONNA QUIT, YOU GOT ANTOHER THING COMING!" Rath ran up to Darkstar, but Skalamander blocked him with his diamond arm. "EAT RATH'S FISTS!" he shouted as constantly punched him. Skalamander swung at him, but Rath dodge it. Darkstar shot a laser at him, but Rath lunged at him, tackling him to the ground. Rath roared at Darkstar, "THIS IS WHAT YOU GET FOR BEATING UP RATH! RATH GETS TO BEAT UP YOU!"

Suddenly, Skalamander shot diamond daggers at Rath, making him back away from Darkstar. Darkstar then ran towards Rath, twisting his arm, "So weak," he laughed.

"LET GO OFF RATH'S ARM!" he shouted. He then slammed his Ultimatrix down, turning into a slime alien, "Goop!" Ben shouted, wrapping his body around Darkstar. Darkstar struggled to escape, but Goop still held him.

"Get him off!" Darkstar yelled at Skalamander, who aimed for Ben's gravity disk. However, Ben moved quick eneoug to avoid the attack, making the diamonds hit Darkstar. Goop slithered his way towards the giant lizard, avoiding his diamond arm. "Ha ha!" Goop mocked, "Too fast for you, you overweight gecko?" Suddenly, Ben's Ultimatrix beeped red, turning him back human. He looked at Skalamander, "You didn't mind that whole 'gecko' remark did you?"

Skalamander's long tongue licked his lips, "I'll enjoy putting you in Generator 10's Trophy Room." Before he could do anything, Ben saw something on the power lines heading their way. "Incoming!" said a voice. Ben then saw that it was Matthew, jumping off from the lines and punch Skalamander to the ground. He was then shot by Darkstar's black energy, repeatedly. Rex then came with his Blast Caster, wrapping Darkstar with his whip and throwing him aside. Rex then created his BFS and pointed it at Skalamander and Darkstar. "Back off."

Darkstar chuckled, getting up, "You have no power over us."

"Where are they?" Rex heard Ben asked, helping Matthew up, "Where are the troops?"

Skalamander laughed, "Oh, you mean these troops?" He pulled out a little stick that was blinking red, "Looks like you guys aren't as smart as Generator 10." He threw it down and stepped on it.

"Cooper tracked a fake?" Rex exclaimed, "Then why did you guys bring us out here?"

"A distraction," Ben whispered, "All this was a distraction!"

Darkstar chuckled, as the knights came out. Suddenly, a plane hovered over them and multiple ropes came down. As the knights grabbed on, Darkstar grabbed one, "Goodbye, 'heroes'." With that, he, Skalamander and the knights flew off.

"So much for your Sanctuary!" Skalamander laughed.

* * *

"Come back here!" Rex shouted.

Ben stopped him, "Rex, no! We need to get back to Sanctuary and warn the others." He didn't even know how they were going to do it. He looked at the Ultimatrix, which was still recharging.

"Quick," Matthew said, "give me some room." He inhaled and swiped the air, but nothing happened.

"What are you doing?" Rex asked.

"If I can travel between two worlds, then I can travel here." He inhaled again, swiping the air and creating a portal. "Let's go."

**Again, I apologize if I haven't updated this story like i have been.**

**Any questions at all, feel free to message me.**

**Up next, Sanctuary falls...**

**Much love and peace.**


	9. Attack on Sanctuary

**Just want to say that I apologize for my lack of updates.**

**I've been really busy, but that is no excuse. So, expect so major updates on this.**

**Please enjoy the now continuing UaO 3: Wrath of Generator 10**

As Ben ran through portal with Matthew and Rex, he didn't see the same Sanctuary that we left. He didn't see people roaming the streets happily or recovering from wounds or feeling at ease; he saw a warzone. The buildings were covered with smoke and fire; some were crumbling to the ground and the people were running and screaming. Plumbers and Knights were shooting at each other while other Plumbers were fighting off controlled EVOs.

At the entrance, Ben saw a few Plumbers and Holiday holding back a few Knights, who were getting in. "What the heck is going on?" Rex shouted, as a missile shot at a building causing dust to fall down.

"Guys!" Holiday shouted, as a knight charged at her, but Matthew shot a stream of lightning towards him. "Help us! Get inside the hospital!"

"This can't be happening," Ben told Matthew and Rex, running with the people to the hospital. He continued to look around and saw the cloak towers taking fire.

Inside the building, the group saw Gwen and Biowulf helping the people gather their things. "Go now!" Biowulf roared at the people, "Move it! Get underground!"

"Move it people!" Gwen shouted. She saw the three, "Guys! He found us! Generator 10 found us!" There was an explosion outside and then a loud humming.

Ben and Rex looked out the window and saw the invisible shield going down. They then saw two giant ships hovering over the city. On its sides, ten Mech-EVO jumped off. "Looks like we're about to have some company. " He picked an alien from his Ultimatrix, "Diamondhead!" he shouted, while Rex created his Smack Fists and Matthew created a ball of lightning.

"No!" Gwen told them, "There's no point in fighting! Full retreat!" She looked at Biowulf, "Get everyone to safety now!" There was crash outside; Ben saw one of the towers being tumbling down on the street of Sanctuary. The four watched as the knights ran into the city, attacking the Plumbers. Suddenly, three rhino-like Mech-EVOs, charging towards the hospital. "Run. Run!" Gwen shouted to the people.

As the Mech-EVOs crashed through the building, Matthew immediately threw the ball of lightning at one of them, causing it to roar and trip. Diamondhead created a wall of diamonds, protecting the people who were still trying to escape. "Where are they going?" Ben asked.

"In the underground trains," Biowulf growled. "We contacted Javelin and told them to prepare for our arrival." A Mech-EVO broke a piece of the diamond wall off. "Matthew," Biowulf looked at him, "We need to get the trains started. Can you help?"

Matthew nodded, "No problem," he huffed. He then ran off with Biowulf, who opened a door that was hiding under a rock; the two jumped inside.

Holiday came through, panting and loading her shotgun-blaster. "There's too many of them!" Holiday shouted as the Mech-EVOs broke through the wall.

* * *

As Rex held back an EVO, Gwen chanted something, creating rock monster that glowed purple; they all attacked the EVOs. "Whoa," Rex exclaimed. "What are those things?"

"Let's just say that I got them of a 'charm caster'," she said.

"Gwen," Biowulf said as he backed away from the openings of the hospital. "They're getting in from the back, were not gonna win here!"

"Oh no," she whispered. "The twins!"

Rex and Diamondhead looked at her. "You left them alone?" Ben shouted as he shot diamond daggers at a group of knights getting in.

"I left them with Cooper! Ben, come with me!"

"Gwen, Cooper can handle them," Holiday said, knocking a knight out with her now empty shotgun. "We need these guys-!"

"I am not going to leave my daughter and son alone!" She clapped her hands, shooting a pink beam at the knights and an EVO.

"Ben, just go!" Rex punched a knight, "I'll help out here!" With that, Rex continued to punch the EVOs in the head, shouting as he did. They recovered and smashed Rex's hands with their horns. Suddenly, a missile flew into the building, making the ceiling crumble.

"Be careful!" Ben shouted as he and Gwen ran off.

Rex created his Slam Cannon and joined up with Holiday, who was taking cover behind a metal desk. "How did this happen?" he asked her as he shot a ball of concrete at a group of knights coming into the building.

Holiday threw a grenade, "Must have been Generator 10's mole," she told Rex. Rex saw a knight coming to the side, but he grabbed the knight with his Smack Fist and threw him over the desk.

"Holiday," Biowulf's voice shouted through Holiday's communicator, "We have the people in special care out!" Just as gunfire was heard, Rex and Holiday saw a spider-like EVO crawling towards them.

"Rex!" Holiday shouted as she shot it with her gun. Rex created his BFS and sliced the EVO's legs. He then another spider EVO coming towards him.

Before he attacked, he saw someone jump off of its back. The person had five blades on one hand and two on the other. It was Generator 10's guard X-I; Six. "Oh no," Rex said.

* * *

Gwen and Diamondhead ran as fast as they could through the battle ground that was once the streets of Sanctuary. Ben shot daggers at the knights and EVOs who were about to attack them. "Cooper! Are you there?" Gwen shouted through her earpiece; no answer.

Ben slammed his Ultimatrix down, "Heatblast!" shouted the new alien, as he turn and crated a wall of fire behind him, blocking the knights. "That should buy us some time!" he shouted.

Finally, they came up to a house. Gwen blasted the door open and the two ran inside. "Cooper! Devlin! Amanda!" Gwen shouted in the house. Ben saw, in the dining room, a knight holding Devlin wrapped in a blue blanket. The knight was about to fire, Gwen use her mana to grab Devlin, while Heatblast threw ball of fire at the knight.

"Is he alright?" Ben asked Gwen, who was lmost in tears.

"He's fine," she said. "Where's Cooper?"

"I'm here," said a voice. Ben looked up and saw Cooper coming out from a different room, holding Amanda in a pink blanket. "We're both okay."

Gwen sighed, "Thank goodness." An explosion was heard outside. Ben looked at Cooper closely and made a face. "Come on, give her to me and let's get to the trains."

Cooper smiled, "I think I'll hold on to her." He stroked Amanda's hair. "Just keep me covered and I'll keep her safe."

"Cooper," Ben said, "It's funny," Cooper made a face, "Seeing you unharmed and your clothes clean when all of this is going on."

"I must be lucky."

"Even when that knight was in here. He didn't put up much of a fight?"

Cooper frowned, "I have some secrets," he said in a cold way.

"And funny that the coordinates that you gave me, Rex and Matthew were fake.

Ben looked at Gwen ad she did the same. Gwen lifted her hand, making it glow with mana, "Cooper. Give. Me. My. Daughter."

"Shhh," Cooper placed his finger on his lips. "You'll wake her up. Don't want her to see her mommy attacking someone. Besides, I'm sure that Generator 10 is not the type of person to attack a child."

"You," Ben said, "You're the traitor!"

* * *

"Six," Rex said, raising his BFS and Block Party, "I wouldn't fight you in my dimension so I'm not gonna fight you." Still, Rex couldn't see X-I emotion or face with the black-metal helmet covering his head.

Suddenly, X-I rushed towards Rex, swinging his five-bladed hand. Rex quickly blocked it and swung his BFS. X-I jumped over it, making a mechanical sound. He landed at lunged his two-bland hand at Rex. Rex avoided the attack, but didn't see the five-blade hand. The blades sliced Rex's arm, making him scream.

As Rex fell to the ground, he saw X-I jump into the air with his blades coming towards him. Rex used his Block Party to block X-I attacks. Slash after slash, Rex felt X-I's power weakening the Block Party. Rex finally pushed him off, but was now too weak. Panting, he saw X-I clicking his blades together. "Six! Stop it!" He created his Slam Cannon and shot a ball of concrete at him. X-I ran towards it and sliced it in half. Mid-air, he then kicked Rex in the chest, making him hit the ground.

Rex got up, creating his Battle Axe and BFS. He swung weakly at X-I as he stepped to the left without effort. X-I lifted his blades and sliced Rex's weapons in half, making him kneel in pain.

Before X-I could attack again, a blue energy ball hit X-I in the face, making him stumble. Another ne came, but this knocking him to the ground. Rex saw that it was Holiday with her shotgun. She ran up to Rex, pulling him up. "Come on. He won't be down for long." As Rex limped off with Holiday, he saw X-I slowly getting up.

"All this time," Gwen said glaring at Cooper, "You were the one who was giving Generator 10 all of our information."

Cooper laughed, "Just what I wanted him to know."

"Why?" Ben said. He wanted o attack him, but his eyes were on Amanda. He couldn't hurt her in the process.

"Why," Cooper scoffed, "I asked the same thing to myself when I saw Gwen marrying Kevin."

"Is that what this is about?" Gwen almost shouted, "You betrayed your friends, teammates, everyone… just because you have a stupid crush on me still?"

Cooper began to rock the Devlin, "he doesn't deserve you. You are the one for me. Generator 10 promised me this." He stretched out his hand, "Join me."

"Never," Gwen snared.

"You're insane," Heatblast told him.

Cooper laughed, "No, I just chose a right side," he looked at Gwen, "One last chances; you and Devlin come with me or I take half of your joy," he then showed Amanda's face, still sound asleep.

"No," Gwen said, making her hands glow, but Cooper's eye began to glow blue. Suddenly, Ben heard a jet coming over the house.

"Fine," Cooper spat, "Then say good-bye to your daughter! Computer Pilot: Attack!"

"No!" Gwen said, creating a pink bubble around her, Devlin and Heatblast. Multiple bullets ripped and fired through the ceiling and at the bubble, making Gwen strain. She then saw Cooper walking out of the house. "GIVE HER BACK TO ME!"

Ben then saw a missile coming towards the house. The explosion made the house cave in having Gwen getting weaker from the wood and metal collapsing on them. He quickly changed aliens. "Cannonbolt!" and covered Gwen and Amanda as Gwen's shield gave in.

* * *

Rex and Holiday ran towards where the jet had fired at the house. "Please be okay," Rex said, remembering that Holiday said that it was where Ben and Gwen were heading. As the jet took off, Rex saw something emerging out from what was let of the house. He then saw that it was Cannonbolt, holding Gwen and Devlin.

"Ben!" Holiday shouted. She looked at Gwen, who had her eyes shut, and Devlin, who was has beginning to cry.

"Devlin's fine, bit Gwen's unconscious. We need to get out of here." Suddenly, he reverted back to his human form. Ben turned around and saw an army of Mech-EVOs coming towards the group, with X-I leading. "Oh no! Don't run out of juice on me now!" he yelled at the watch.

"Where are the trains?" Rex asked, creating his Smack Fists.

"We should be right below them," Holiday said, reloading her shotgun.

Rex began to slam his fist into the ground, breaking through to the tunnels. Finally, he made a hole big enough for them to go. "Come on!" he told the group. One by one, the team went down the hole as Rex helped them. He looked up and saw the Mech-EVOs and X-I still coming towards them; he jumped inside.

* * *

Inside the tunnels, Ben saw that they were lit up only by a few lights. There were only five tracks that lead away from Sanctuary. Only two trains were left on the tracks and the people were still boarding. On the side, he saw Matthew powering up the tracks with his hands.

"There you are!" Ben heard Biowulf shout at the team. He walked towards them, holing someone on his shoulder. Ben took a closer look and saw that it was White Knight. "we need to go!"

"Knight!" Holiday shouted, "What happened?" Over the explosions, that where coming from the tunnel's entrance, he could hear Knight wheezing more than usual in his mask.

"The poor full was saving Azmuth. He's on the train, but Knight ended up cracking his mask in a fight with a Mech-EVO." He turned his head to the entrance, "They got through. Matthew, hurry it up!"

"I need more time!" Matthew shouted as the fourth train left and he moved on to the last one.

"Then we'll buy you time!" Rex his Slam Cannon. As Biowulf got White onto the train, Holiday took Gwen and the baby on board as well. Ben and Rex saw the knights coming into the tunnels. As Rex fired at them, Ben tried to reactivate his watch, growling at frustration.

"Matthew!" Ben shouted as the Knights got closer, "Hurry!"

"Done!" Matthew laughed, making the train roar to life.

As the train began to move, Ben ran towards it and jumped on, evading the fire from the knights. "Rex!" he shouted, "let's go!" faster the train moved, but Rex continued to fight the knights. "Rex!"

"Go!" he said, creating his Battle Axes, "I'll catch up!" Struggling, Rex fought off a group of knights that were jumping on his back. "Get off!"

"Rex!" Matthew shouted, as they sped off. The then saw a Knight firing an RPG, creating an explosion and a giant wall off smoke. "No!"

"Rex!" Ben cried out. He felt all the air leave his body. He left him behind_. Stupid watch, _he thought, banging it on the rails.

Suddenly, he looked up and saw Rex coming out from the smoke on his Rex Board. He sped up, trying to catch the train. As Ben smiled, he saw two Mech-EVO birds chasing after him.

"Oh no!" Matthew said putting on his hood. "We can't let them follow us here. He jumped of the train, surrounding his feet with electricity and riding the train tracks. Creating a ball of electricity, Matthew threw went toward the Mech-EVOs and threw the ball at them, causing them to fall back. In addition, the tunnel began to cave in, block the knight from ever following them.

As Rex climbed on to the train with Matthew, he panted heavily. "Not one of my best plans," he told the two, "But at least I got rid of some."

Ben grinned, "Just don't ever do that again."

Matthew unhooded himself, "What happened? Why did all of this happen?"

"It was Cooper," Ben said, "Cooper was the traitor."

"What?" Rex shouted, "he was the one who is the cause of all this?" Ben looked inside the train and saw people piled up on the seats and floors. The women holding their children and the wounded were crying. He then saw Holiday tending to White while Gwen was resting on a seat with Devlin. She was slowly getting up; Ben went inside, "Gwen, you're okay."

"Yeah," she said softly. She had looked at Devlin, "where's Amanda?'

* * *

Generator 10 stood on a mount of rubble that was the hospital of Sanctuary. There was fire and smoke coming out of the ruins, but he only saw joy, for he knew that the Resistance was now weak. At his side, he saw X-I coming and standing next to him.

"Any prisoners?" Generator 10 asked him; he nodded. "And what of Ben and Rex?" X-I hung his head low. Generator 10 inhaled and exhaled slowly, "You did well, my assassin."

"And what about me?" said a voice coming towards him.

Generator 10 turned around, "Cooper, my tech-controlling double agent. Well done to you." He saw him carrying Gwen and Kevin's child, Amanda. "Such a beautiful baby. Give her to me." Cooper obeyed and gave him the child.

"It was a shame that Gwen didn't want to be with me, even when I had her kid," Cooper said. "But, I guess the girl will be bait if she wants her back."

Generator 10 laughed softly as he rocked Amanda back and forth. "A child like this… is more than bait. So young and filled with mana."

"Yeah," Cooper said, "Now give her back."

Generator 10 stopped moving. "Why? So that dear Amanda can be used for your little love problem for Gwen," he looked at X-I.

Cooper sneered at his leader, "We had a deal; I give you the coordinates to this place and you give me what I need to finally have Gwen!"

"I will, but it won't be this child. Oh, what joy it will be to train her as my own and to make her fight her own brother one day."

Generator 10 say Cooper's eye glow blue; X-I's five bladed hand was now inches away from Generator 10's neck. "Give her to me," Cooper said, "Or I'll make your little bodyguard kill you."

Generator 10 looked at X-I and smiled. "How cute," X-I lowered his hand; Cooper gasped with fear, "Thinking that you have the power to control him.

"No," Cooper's voice shook.

"X-I, I have no need for him." He then snapped his fingers.

"NOO-!"…..

**Hope you all enjoyed this chapter. Sorry if i'm a little rusty**

**(trying to get back to the writer mode lol)**

**Please commit and review and feel free to message me.**

**Up next, Ben, Rex an Matthew have had enough.**

**Much love to you all and God bless.**


	10. Enough

**Hope you all are still enjoying the story,**

**To be honest, I almost teared up making this (hope you will too LOL)**

**Anyway... here you go.**

Back at Javelin, Ben helped out the wounded along with the other doctors. From passing out blankets and waters, he wanted to do as much as he could after the purge on Sanctuary. Some thanked him, while most blamed him and Rex for the attack.

He saw Peirce trying to talk to Gwen. Ben took out a blanket and walked up to them. "How is she?" he asked. Gwen had a blank face on, staring out while holding Devlin.

"Not good," Peirce told him, "She hasn't moved at all. Holiday said she might still be in shock."

"Gwen?" Ben knelt down to her, staring into her emotionless eyes, "I'm sorry. I'm so sorry." Ben meant it; this could have been his universe, his Gwen, his future niece that was kidnapped. What made it worse was that it was him and Rex that did all of this. He felt sick to his stomach. When Kevin had found out, he said nothing, but a tear rolled down his eye.

"It's not your fault," Peirce told him. "Cooper did this. And he will pay for what he did; to all of us and White Knight."

"How is he?" All he remember was that Rex went with him as Holiday took him the a private room where all the severely harmed were taken.

"Havent heard anything from him," he took the blanket from Ben and placed it on Gwen. "Thanks."

Ben nodded and turned around, to see that Julie was helping an EVO teen with their crutches. She looked up and saw Ben. "Oh no, "Ben said under his breath as she walked towards him.

"Um…," she hesitated, "Forgive me." Ben made a face, "I'm sorry about the way I've treated you. It was wrong of me."

"No problem," Ben said, "I wouldn't blame you. I'm having a hard time dealing with this myself."

She grinned. It was the first time that he had seen this universe's Julie grin. "Just promise me this: you will put an end to Generator 10's rule."

Ben swallowed and nod, "I swear."

* * *

Rex paced around the small cave area as he saw the shadows working on White. He looked at Kevin, who was looking at some picture; no doubt it had Amanda in it.

Although it wasn't his Knight, every wheezing sound that he made had Rex thanking about his own White. Holiday appeared out from the curtain, panting as she took off her gloves.

Kevin was the first to get up, "Well?" Kevin asked her.

Holiday sighed, "He had internal bleeding when he fought. Too many nanites got inside him when his mask broke." She hung her head, "He doesn't have that long."

Rex didn't know what to do. He wanted to cry, create his Smack Hands and punch the cave walls, scream, anything. "Can I see him?" He asked Holiday.

"Of course," she smiled. Rex slowly walked inside the area where Knight was lying down. He never expected to see him like this; hurt, scared, about to…

"Knight?" Rex called to him over the soft wheezing.

Knight slowly looked at him, "Rex," he coughed. "Never wanted you to see me like this."

"Neither did I," Rex laughed. He then saw White's veins popping out white a blue color.

"Listen, I don't know how I treated you in your universe," he began to cough, almost as if he was straining, "…b-but I just wanted you to know that I'm sorry for how poorly I treated you. I wasn't much of a father figure like Six was…" he grabbed his side.

"Knight," Rex reached out, but Knight's hand stopped him. "…but know that I was proud of you. You were more than Providence's secret weapon, agent or orphan. You were a friend. A family member." He began to cough hard, spitting out so silver liquid. Rex felt a tear roll down his eye, just watching and listening to him.

Kevin came in finally, gasping at the sight of Knight. "White," he whispered.

White coughed , "D-don't you dare give me that look Kevin Levin. We knew that I wasn't going to last this long," he laughed softly; his eyes were barley shut. "You need to stay strong and in control. After all, you are the new commander."

Kevin grabbed Knights hand, "I can't do this alone."

"You can. I now promote you to lead the Resistance and that's an order," he began to wheeze, "Save our people. Keep them safe. Stop Generator 10…"

Knight's eyes were fully shut as Kevin let go of his hand.

Ben, Matthew, and Rex sat in a private room, thinking about all that had happened. Ben had heard about White passing on form Rex. What was it about this universe that made him care about it so much? He had thought about just calling out for Paradox to send them back. O why didn't he…?

"This is too much," Rex said. Ben looked at him, "I had never that that I would have to be involved with something like this."

Matthew laughed softly, "You're telling me. "Here I am, heading my way home to my mom when Paradox told me that I was needed." He sighed, "Guess he left out all the death and stuff."

"Make me want to just go home," Ben admitted.

Rex looked at him, "Same here."

"But we can't" Matthew said, "Not after what we seen out there. What this Generator 10 guy can do!"

"And we are going to stop him," Ben said, remembering Julie's promise.

Rex nodded, "No matter what it takes."

* * *

Rex, Ben and Matthew had asked Kevin and Gatlocke to gather everyone in the main area of Javelin. The five hid behind a built-at-the-last-minute stage, listen to the audience talking and whispering about Ben and Rex. "You three ready?" Gatlocke asked Rex, Ben, and Matthew; they all nodded.

"I just hope you can get through with to them," Kevin said, crossing his arms, "What are you guys planning to say to them?"

"Just anything to give them hope," Rex said. He inhaled and looked at Ben and Matthew, "Let's go."

As they all walked on the stage, it went silent. All eyes were on the heroes, but what other's called, "The Bringers of Generator 10's Wrath".

Rex felt his knees buckle, nervous about talking to everyone and convincing them that they were not the enemies… technically. "Um," he started, "we have something to say-."

"They're the ones!" Someone screamed. "They're the reason why we are all here!"

"They did this!" Cried another voice, starting up a riot.

"Wait!" Ben shouted, "Please! Hear us-!"

"Send them away!"

"Give them to Generator 10! Sacrifice!"

* * *

Everyone then started to grab rocks and throw them at the stage; one hit ben in the head. Ben quickly got out his Omitirx.

"They're not listening!" Matthew said, avoiding the rocks.

"Then let's make them listen!" Ben slammed down his Ultimatrix, changing into a small, white alien. "Echo Echo!" he cried. "SHUT UP!" Echo Echo screeched, causing everyone to cover their ears. When the rocks stopped flying and everyone was calm, Echo Echo stopped his screeching; the room fell silent.

"You could have warned us," Rex groaned.

"Sorry," Ben said, reverting back to his human form. "Now listen," he turned to the people. "We know that things are a little worse for you all, ever since we got here." Everyone murmured. "And we know that you all don't trust us."

"But we are not the enemy," Rex stepped in, "Generator 10 is. And yes, it is a coincidence that Generator 10 would attack you guys right when we got here." Everyone started to speak up again, "But there is a reason why he did this."

"He's scared!" Matthew said, making everyone hush again. Ben looked at Matthew, wondering where he was getting at. "He knows that the only ones who can stop him is himself." He pointed at Ben and Rex. "He knows that the Resistance has a powerful weapon on their side, and he will do everything to put fear into your minds."

* * *

Rex grinned, "But what do we say to that? ENOUGH IS ENOUGH! We are not going to give in!" He looked at Ben; they were making the speech up as they went, but it seemed to be working.

Ben started, "We are going to fight back! Generator 10 combined the world to create his own kingdom. That's why we are going to march into his so-called Kingdom and end his reign! Together!

Matthew steped up, "So who will go with us? Who will unite with us for freedom? Are you going to be…" Matthew paused and looked at Rex and Ben.

Together, Rex and Ben finished, "Are you going to be… united as one?"

Again, the entire cave of Javelin fell silent. "Come on," Rex said under his breath, hoping they got through to them.

Kevin stepped up next to Rex, "United as one." He said raising his fist.

"United as one," Gatlocke said, doing the same

"_United as one,"_ Circe's collar said on the said of the stage, Rex smiled.

"United as one!" Julie cried out in the audience.

"United as one!" Shouted multiply voice, then the entire room. Soon, there was a big cheer all in Javelin. Rex smiled, seeing that everyone had their hope back.

"Everyone who can at least hold a weapon," Gatlocke shouted, "Follow me!"

* * *

The next day, Ben saw everyone training to fight and aim weapon for the soon-to-be-battle. Gatlocke, Biowulf and Pierce trained men and women in every way they could, Circe mastered her power to control the EVOs they had, Julie fixed and made as many weapons as she could and Holiday, with a few doctors stitched up soldiers who still wanted to fight. Ben, Rex, and Matthew helped out in the different areas. It was all coming together; Generator 10 was going to be stopped.

"Ben!" Holiday shouted. Ben turned and saw that she was waving him over to the medical station. "Someone wants to speak with you."

Confused, Ben went with Holiday, through the curtains that blocked the resting patience. Finally, she took him to an area where Azmuth was drawing pictures of flowers with crayons. "Azmuth?"

Azmuth looked at him, "Ben! Win! Fight, might, sight. KITE!" He began to throw his papers in the air, laughing. He stopped and looked at the Omitrix. "Gimmie!" he said, reaching out for it like a baby.

Ben made a face and obeyed. Azmuth started to play with the dial, making it light up. "Hey, Azmuth," Ben started, "But I kind of need this for the fight."

"I know! Snow! Foe. Whoa!" A green light flashed, making Ben cover his eyes.

"Azmuth. What did you-?"

"_Omitrix fully functional," _the watch said, "_All alien DNA and Ultimate forms now available for easy access."_

"No way!" Ben shouted, looking at the thousands of new form he could use. He found a new one and instantly changed. " Bloxx!" shouted a colorful, block-like alien. "I'm gonna love this!"

"Go," Azmuth said, "Fight. Win. Evil Ben. Evil Rex. Must be stop."

"Understood," Ben said, transforming back to his human form.

* * *

In the command room, Kevin, Matthew and Rex looked at the image of Generator 10's castle. "My daughter is in there," Rex heard Kevin whisper.

"Don't worry," Rex told him, "We are gonna get her back."

"Question is how?"

Right there, Ben walked in looking at his watch and laughing, "Guys! Guess what hap-?"

"Ben," Matthew stopped him, "We kind of have a problem." Ben stood next to them.

Kevin showed them a little tower that was in the middle of the Kingdom. "That is where Generator 10 powers up his defense guns on the outside walls."

"Can we shot them down?" Rex asked, looking at the 15-foot wall that surrounded the Kingdom.

"Not that simply. We tried, but there is an invisible wall that covers the area."

Ben coughed, "Can we use the tunnels to sneak in?"

Kevin sighed, "We can only reach about ten miles to the barrier before being detected." He zoomed in to the tower, "We are not gonna end this war if we don't find a way behind the walls and destroy that tower."

"Can we sneak soldiers in?" Rex wondered.

"No. We tried and failed at that. Generator 10 knows all of us. It has to be someone that he doesn't know about. Someone who can fight their way in and shut down that tower."

"Someone like me?" Rex heard Matthew say as he was grinning.

**Up next, Matthew gets his own chapter!**

**Please review and message me.**

**Much love and see you next time! :)**


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